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HomeMy WebLinkAboutKAJEET INC.City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form in its entirety when the attached agreement and all amendments (if any) are no longer in effect. Dote: If your agreement is grant related, please ensure that all grant retention requirements have been satisfied prior to signing the termination form. Is the agreement(s) a permanent record? Yes No Return form to the Clerk of the Council Office (M-30). Call 647-1520 if you have any questions. The agreement with COTC office Use Only 3 3 fI 3 0 ; A of Santa Ana JAN 11 0 3 City Clerk's ice No. was completed on and final payment has been made. aist aft amendments, Use space below if needed.) Department: Phone/Ext.: Signature: Date: i:tagreerrentsVormsVorm - agreement termination form—goidenrod.doc INSURANCE NOT ON FILE N-2022-186 WORK MAY NOT PROCEED ka-bet- CLERK OF CRI C$ 6 2022 DATE. Kajeet Services Agreement This document contains certain terms of agreement between Kajeet Inc. a corporation organized under the laws of Delaware, with offices located at 7901 Branch Drive, #350, McLean, VA 22012 ("Kajeet") and CITY-SANTA ANA (Library), organized under the laws of CA, (the "Customer"), with offices located at 26 J CIVIC CENTER PLZ, Santa Ana, CA. Kajeet and Customer (the "Parties') desire to enter into a legally binding contract (the "Agreement") consisting of the provisions set forth below. Each of the Parties represents that it is in good standing, and it has the power to enter and perform this Agreement. Customer O hereby designates Kajeet as a "school official" with "legitimate educational interests' in the Customer's educational records, as those terms have been defined under FERPA and its implementing regulations. Kajeet agrees to abide by FERPA limitations and requirements imposed upon school officials. Program: SmartBus Data Plan: SmartBus Unlimited Start Date: 7 1 2022 Term: 12 mos Term The initial term of this Agreement commences on the selected date(s) and expires after the selected term length of service and it shall automatically renew on a month to month basis of service contingent upon receipt of a purchase order, unless terminated, extended, or altered, by either of the Parties. Termination by Customer If for any reason Customer is dissatisfied with the level of service, Customer may terminate this agreement and if after notifying Kajeet, Kajeet fails to bring the level of service up to Customer's expectations within 30 days of such notification. Termination by Kaieet Kajeet may terminate this Agreement after the initial term if Customer has no active service with Kajeet for a period of 180 days and, if after notifying Customer, Customer does not activate any devices within 30 days of such notification. Effects of Termination In the event of termination, Kajeet will remove Customer's account and remaining balances from Kajeet's systems and Customer will return any Kajeet-Owned equipment to Kajeet within 30 days of termination. Purchased devices and services are nonrefundable. Term Extension or Alteration by Customer Customer may extend or alter the term of the contract after the initial term by submitting a purchase order with term extension or alteration details, or authorizing a new services agreement. Purchase Orders Customer may submit one (1) or more purchase orders at anytime to request purchase of Kajeet devices and/or services. Such purchase order(s) will be considered binding upon Customer when submitted and binding upon Kajeet when accepted. Kajeet will indicate acceptance of such purchase order(s) by written notice and/or by invoicing customer against such purchase order(s). Payment Terms Payments by Customer under this Agreement will be due when stated in each fully accepted purchase order or, if the purchase order does not state when particular payments are due, those payments will be due within thirty (30) days of Kajeet invoice. Late Payments If Customerfails to make any payment when due, Kajeet will have the right, without prejudice to any other remedies it may have, to charge an additional fee equal to one -and -one-half percent (1.5%) of the overdue amount for each full or partial month that the amount remains unpaid. Kajeet Unlimited Plans The Student Unlimited, Home Unlimited, and SmartBus Unlimited Plans are Intended for educational use only and Customer agrees to adhere to Kajeet standard CIPA-compliant and education content filters, and time -of -day access settings. The Student Unlimited Plan may be used by no more than one user at any given time. The Home Unlimited Plan may only be used by students in the same household. The SmartBus Unlimited Plan is only intended to provide Wi-Fi for bus riders. In the event Kajeet detects bandwidth consumption inconsistent with plan terms, Kajeet may temporarily reduce or restrict services during review. Video may stream at 480p. YouTube® access is blocked by default. Customers on Kajeet Unlimited Plans may request open access to YouTube at no additional charge. If the Customer selects to have open access to YouTube services, Customer indemnifies and holds Kajeet harmless from any inappropriate content viewed by the end -user on YouTube. Device Warranties and Non -Return Policy Kajeet warrants that devices sold to Customer will be free from defects in materials and workmanship for a period of one (1) year after shipment by Kajeet. At its option, Kajeet will either repair or replace any device failing to meet this warranty if Customer notifies Kajeet of the defect before the warranty period expires. Customer acknowledges that replacements may be new or refurbished. Customer agrees to obtain return authorization from Kajeet prior to returning a device and to bear the cost of shipping the device to Kajeet and to bear the risk of loss during transit. Customer agrees that Kajeet will have no warranty obligations due to defects resulting from (i) ordinary wear and tear; (ii) modifications or repairs made by anyone other than Kajeet or its authorized service technicians; and/or (iil) accident or abuse. All sales of Customer purchased devices are final and cannot be returned for a refund. Chromebook, laptop, or tablet warranty and service issues are honored and handled via the manufacturer and not directly by Kajeet. Applicable Law This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clause of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California shall be the venue for any action or proceeding that may be brought or arise out of, in connection with, or by reason of this Agreement. Indemniri Each Party ("Indemnifying Party') agrees to defend, indemnify, and hold harmless the other Party from and against any and all third -party claims, demands, suits, legal proceedings, and causes of action that arise out of or relate to any breach by the Indemnifying Party of any of its representations and warranties as stated in this Agreement (collectively, "Indemnifiable Claims'), including but not limited to all damages, costs, expenses, reasonable attorneys' fees, judgments, and settlements resulting from such Indemnifiable Claims; provided, however, that no Indemnifiable Claim may be settled without the express written consent of the Indemnifying Party. The Party seeking indemnification must provide prompt written notice to the Indemnifying Party of any Indemnifiable Claim for which indemnification will be sought. The Indemnifying Party may elect to control the defense and settlement of any Indemnifiable Claims with counsel of its choosing. The Party seeking indemnification will cooperate with the Indemnifying Party's defense against the Indemnifiable Claims. If any Indemnifiable Claim is covered in part but not entirely by a Party's indemnification obligation hereunder, the Indemnifying Party will only be responsible for costs to the extent attributable to the covered portion. Insurance Requirements Kajeet shall procure and maintain for the duration of the Agreement, insurance requirements as detailed in Attachment C, attached hereto and incorporated by reference to this Agreement. Kajeet, Inc. Service Agreement v.2020.02.10 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.kaieet.com education@kajeet.com 616,eet N-2022-186 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first written above. ATTEST nl1 Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: 'Bfndon Salvatierra Deputy City Attorney RECOMMENDED FOR APPROVAL Brian Sternberg Executive Director Library Services Agency CITY OF SANTA ANA Kristine Ridge City Manager KAJEET, INC. � 411-1 41 & q-9tf'Q AILYANA Bani (Jun 30, 2022 12:35 PDT) Name: Ailyana Barrera Title: Business Development Executive Kajeet, Inc. Service Agreement v.2020,02.10 7901Aones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 w vv.kaieet.com education@kajeet.com ka"leet. 7901 Jones Branch Drive, Suite 350, McLean, Virginia 22102 (240) 482-3500 1 fax: (240) 462-3505 1 www.kajeet.com Account Name Bill To Prepared By Email Description CITY-SANTA ANA (Library) 26 CIVIC CENTER PLZ Santa Ana, CA 92701 Ailyana Barrera abarrera@kajeet.com Bookmobile Pilot Best Bundle CP1700- VZW SmartBus Technician Installation Service (onsite) SmartBus Wi-Fi Unlimited, Best, 1yr INCLUDED IN YOUR ORDER !SBBUNLBST Kajeet Sentinel License r rinshtcard and Repwts r Cushvn¢able CIPA -Compinanl opening t Lost Stolen SUi and All r Custamuable Time and Gay Access Policies (�nSiAnlgable rare U."in PBM:W.4 Enlefprise Security + Th,eal Gelcxkon and Prevention + Rjockmy Rcxrm vPNs, BitTonn II etc TERMS & CONDITIONS Contact Name Lynn Nguyen Phone (714) 647-5259 Email Inguyen@santa-ana.org Created Date 6/6/2022 Quote Number Q# 202203-033409 Opportunity Number OPTY 202203-37872 USD 1,561.65 USD 1,298.73 Quote Grand Total Lifetime Support r Bost I'eMxork (uammse r Assigned Arc rrnl Manages t Kart Iienlih Checkis) • Tier I Eno -user Support + 0rv10men'.i4"011 in f I~w ,,n sal Span Nn 0011.09ud A lc Avfwf*, n 5+ i.z Deployment Assistance . Irn{9eni nW n 6kwager + Sen inei Training + Palonl and Sill curmnunc.0iors * Figeo, Posters. SMS Blasls QUOTATION 1.00 I USD 1,298.73 USD 1,702.83 • All prices are quoted in U.S. Dollars. All prices valid only through Kajeet direct sales. Quote is valid for 30 days. The amount presented in this quotation is confidential & proprietary and intended for the consideration of the Buyer. Buyer and Kajeet will sign and execute a Services Agreement prior to execution of the program. Credit card payments are subject to a 5.0 % processing fee. Kajeet W-9 available upon request KajeetO, Arterra Mobility®, and Otarris T- products and services are protected by the following issued U.S. patents 8,929,857: 8,918.080: 8,774:755; 8,774,754; 8.,755,768; 8.731,517: 8,725,109: 8.712,371; 8.706.079; 8,867,559; 8,644, 796, 8.639,216: 8,634.803: 8,634, 802, 8.634.801; 8,630.612; 8, 611.885; 8,600,348:. 8,594.619; 8,588,735: 8, 285,249; 8.078,1401 7.945,238, 7,899,438: 7, 881,697. Other patents are pending. Kaieet(D, Kajeet SmartSpot®, Education Broadband T' SmadSUST^ , SmartSpot Protection T"'. Kajeet Complete T", Kajeet Custom T., Arterra MobilityrJ. and Sentinel® are trademarks of Kajeet, Inc. • Telecom. Network and Admin Fees (TAF) defray a wide variety of Federal, State, and/or Local fees charged to telecommunications carriers and are subject to a 9.75 % fee on data -related services. This is not state or federal sales tax. • Shipping costs related to hardware only. • Sales tax is an estimate based on your state and/or locality. The PO must contain the correct sales tax amount and is the responsibility of the PO issuer. If Sales tax line item is blank; Applicable state sales taxes are not included in this quotation. • Per AEPA contract terms, pricing on this quote includes applicable telecom fees and standard shipping. ka 940 eet. 7901 Jones Branch Drive, Suite 350, McLean, Virginia 22102 (240) 482-3500 1 fax: (240) 4823505 i www.kajeet.com INCLUDED IN YOUR ORDER Ke}tet San0nd License r Dashtrant and Reports r Custamuable C IPA-Cemplcsnl I illenng Losb'Stolen Suspend and Alerts r Custori Time and Day Access Pdii . i)usmmvnhle tAala IJse0e Pdruev Enterprise Security • Threat Ddectxxi and Preveri BYsking Rogue Vici BitTor i, etc SMI Hodkoi klibgeilun TERMS & CONDITIONS Lifetime Support r Bail Nel Gu,mryee � Assrgnwrt A[rn�,nl hlanagm r Kall health Chectrls) Tier I End -User Support . Cvainrner S,{{qxt m Prenra, evil Sli f.AJ.S 1 x�yv.M Ant Avo4xaE m 5. La�gis��:� Deployment Assistance . IntpJe,waVelron Lixsusgre t Sentinel Laming � Perenl arttl SIL1i7G15t i.Unimun•'Atku'S rWerv. Postr,'rs. SW Blasts QUOTATION • All prices are quoted in U.S. Dollars. All prices valid only through Kajeet direct sales. Quote is valid for 30 days. The amount presented in this quotation is confidential & proprietary and intended for the consideration of the Buyer. Buyer and Kajeet will sign and execute a Services Agreement prior to execution of the program. Credit card payments are subject to a 5.0% processing fee. Kajeet W-9 available upon request. KeeelO, Arterra Mobility®, and OtarnSM products and services are protected by the following issued US. patents 8,929,857: 8,918,080: 8, 774, 755; 8,774,754; 8,755,768; 8,731.517; 8,725,109: 8,712.371: 8,706,079, 8.667.559; 8,644.796; 8, 639.216: 8,634,803: 8,634.802; 8,634,801, 8.630,612: 8,611,885: 8.600,348; 8,594,619; 8,588,735: 8.285.249: 8:078,140; 7.945, 238: 7,899,438: 7.881,697. Other patents are pending. Kajeet(D. Kajeet SmartSpotO. Education Broadband T" ' SmartBus SmartSpot Protection TM', Kajeet Completer'., Kajeet Custom T., Arterra Mobility®, and Sentinel® are trademarks of Kajeet, Inc. • Telecom, Network and Admin Fees (TAF) defray a wide variety of Federal. State, and/or Local fees charged to telecommunications carriers and are subject to a 9.75 % fee on data -related services. This is not state or federal sales tax. • Shipping costs related to hardware only. • Sales tax is an estimate based on your state and/or locality. The PO must contain the correct sales tax amount and is the responsibility of the PO issuer. It Sales tax line item is blank; Applicable state sales taxes are not included in this quotation. • Per AEPA contract terms, pricing on this quote includes applicable telecom fees and standard shipping. 6'e'et Attachment B: Use of Kajeet-Owned SmartBusym Equipment To be signed only by customers who have a SmartBus-Bundled Service. Use of Kajeet-Owned Equipment removes many financial and logistical concerns. In the spirit of simplicity, this Attachment covers the basic terms for use of Kajeet-Owned Equipment. The client understands that they are using equipment procured and owned by Kajeet, and therefore, the equipment must be returned to Kajeet at the end of service unless specific written terms have been provided that state otherwise. What must be returned? Kajeet-Owned equipment and accessories to be returned, include: • Kajeet SmartBus'"routers • Portable Solution Components(router, Wi-Fi paddle and cellular antennas, AC adapter, Vehicle adapter, Kajeet Portable case and SIM card) • LTE Radio with Screen • Potato Mic (Communication Bundle) • GPS Sending Unit (Location and Safety Bundle) A full listing of Kajeet-Owned Equipment is provided with each shipment. • Charging Cable (Communication Bundle) • Driver Tablet (Safety Bundle) • ID Scanner (Safety Bundle) • Kajeet DualConnect'" Dock and Modem What if Kajeet-Owned Equipment arrives to the customer damaged? If Kajeet-Owned Equipment Is defective upon receipt, or develops a fault during the term of the Agreement, Kajeet will repair and/or replace the equipment with the same, or equivalent, equipment. This does not apply to accidental damage, water damage, theft, loss, and/or hardware/software tampering. Kajeet will replace faulty hardware components that fail due manufacturer defects. Can Kajeet-Owned Equipment be modified or marked? Kajeet-Owned Equipment may not be branded or marked with any permanent markings, including, but not limited to, etching, screen printing, permanent markers, spray painting, non -removable labels, etc. When must Kajeet-Owned Equipment be returned? The customer is responsible for returning all provided Kajeet-Owned Equipment within thirty (30) days of service termination, including all return shipping costs unless otherwise included as a separate line item in the initial Purchase Order. Service may be extended at anytime via valid Purchase Order or new Service Agreement. In certain cases, such as summer months, a customer may retain inactive Kajeet-Owned Equipment provided a purchase of future service has been made. What Kajeet-Owned Equipment must be returned? For installed solutions, the router, Wi-Fi antennas and SIM must be returned. For portable solutions, the router, Wi-Fi and cellular antennas, AC adapter, Vehicle adapter, Kajeet rugged case and SIM must be returned. Is there an option to buy the equipment? There is currently no option to purchase Kajeet equipment at this time. Can I switch wireless networks with Kajeet-Owned Equipment? Yes, Kajeet will provide a SIM card to change to another Kajeet approved network. What if Kajeet-Owned Equipment is damaged or missing upon returned? Kajeet-Owned Equipment will be inspected by Kajeet upon return. Charges will be assessed for damaged or missing equipment (Not returned, non-functional or has excessive cosmetic damage. MEID label missing. Non genuine parts used In any repair. Beyond physical repair.) based on the table below, where applicable: Kajeet Owned Equipment Associated Fees Kajeet SmartBus—Router 600C $508.97 Kajeet SmartBus-Router 900 $868.97 KajeetSmartBus—Router 1700 $2,208.97 LIFE Radio with Screen $328.97 Potato Mic $48.97 Charging Cable $4.97 Driver Tablet $249.97 ID Scanner $399.97 Kajeet Wi-Fi Dipole Antennas (2) $14.97 each Kajeet SmartBus Offload Router $308.97 Driver Tablet Mount and Case $349.97 Kajeet Cellular Paddle Antennas(2) $14.97 each Kajeet CPS Antenna $19.97 AC Adapter $24.97 Vehicle Adapter $24.97 Kajeet Rugged Portable Case $49A7 DualConnect Modem &Dock $629.97 SIM Card $10.00 Kajeet, Inc. Service Agreement v.2020.02.10 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.kaieet.com education@kajeetcom kajeet I understand the terms for use of Kajeet-Owned Equipment and agree to the terms: Authorized Customer Signature Print Name Date Kajeet, Inc. Service Agreement v.2019.01.29 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.kaieetcom education@kajeet.com f'. a kajeet, Attachment C: Insurance Requirements Kajeet ("Provider") shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with products and services supplied to the City. The cost of such insurance shall be borne by Provider. a. Minimum Scope and Limit of Insurance: 1. Commercial General Liability (CGL). Provider shall maintain coverage that is at least as broad as Insurance Services Form CG 00 01 covering Commercial General Liability ("CGL") on an `occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability. ISO Form Number CA 00 01 covering any auto (Code 1), or if Provider has no owned auto, hired, (Code 8) and non -owned autos (Code 9), with a limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation. As required by the State of California, with statutory limits, and employer's liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Broader Coverage. If the Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions Additional Insured Status. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Provider including materials, parts, or equipment furnished in connectionwith such work or operations. General liability coverage can be provided in the form of an endorsement to the Provider's insurance (at least as broad as ISO Form CG 20 10 1185 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later edition is used). 2. Primary Coverage. For any claims related to this contract, the Provider's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Provider's insurance and shall not contribute with it. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. Kajeet, Inc. Service Agreement v.2019.01.29 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.ka)eetcom education@ka]eet.com Weet 4. Waiver of Subrogation. Provider hereby grants to City a waiver of any right to subrogation that any insurer of said Provider may acquire against the City by virtue of the payment of any loss under such insurance. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. The City may require the Provider to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self - insured retention may be satisfied by either the named insured or City. 6. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage. Provider shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage requiredby this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Provider's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 8. Special Risks or Circumstances. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Kajeet, Inc. Service Agreement v.2019.01.29 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.kaieetcom education@kajeetcom Digitally signed byTori Pierson To r i Pierson Date: 2022.08.02 10:08:25 -rcrnn' ACCORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 6/30/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ArthurJ. Gallagher Risk Management Services, Inc. 46179 Westlake Dr #300 Sterling VA 20165 CONTACT NAME: Maureen Scholz PHONE Ext: 703-790-5770 FAX (A MAINo,L ADDRESS: Maureen_Scholz@ajg.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Travelers Indemnity Co of America 25666 INSURED KAJEINC-01 Kajeet Inc. , Kajeet & Airlink LLC 7901 Jones Branch Drive, #350 INSURER B: Travelers Casualty Insurance Co of America 19046 INSURER C: Travelers Casualty and Surety Co of America 31194 INSURERD: Federal Insurance Company 20281 McLean, VA 22102 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:85715490 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS B X COMMERCIAL GENERAL LIABILITY Y 630 - 4R122614 10/14/2021 10/14/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY ❑PRO ❑ JECT LOC X PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y BA - 4R122755 10/14/2021 10/14/2022 COEaMBINED ident SINGLE LIMIT acc $ 1,000,000 BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR Y CUP - 4R122780 10/14/2021 10/14/2022 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 EXCESS LAB CLAIMS -MADE DED X RETENTION $ 1 n nnn $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICE R/M EMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Network SecurityE&O ZPL-81N44993-21-I3 10/14/2021 10/14/2022 Per Occurrence $5,000,000 D Cyber 1 st & 3rd Party Commercial Crime 82595868 6/2/2022 6/2/2023 Per Occurrence Per Occurrence $5,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Retro active date of Professional liability is 10/01/2005. City of Santa Ana abd Santa Clara Unified School District is additional insured under the commercial general liability policy. CERTIFICATE HOLDER CANCELLATION City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Clara CA 92702 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. REPRESENTATIVEAUTHORIZED @ 1988-2015 ACORD C( ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V — Definitions. SECTION I — COVERAGES COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury' or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit' seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "bodily injury" and "property damage" only if: CG T1 00 02 19 (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury' or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury' or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has be� ---_ -- ."'."•.�'rirsl<M1r9::anagcnxri4CYerira(Psdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury' include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury'. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury' or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "bodily injury" or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury' or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or Page 2 of 21 (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury' to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract'. f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury' if sustained within a building and caused by smoke, fumes, var^v ^ ^^* ^v^,4„_,4 H__ or originati --- - "MWdgM- ----- M1%b WM ftme&Eti. o& AmovED u ."'."• "; riisl<M1r9::anagcnxri4CYerira(Psdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify the building, or produced by or originating from equipment that is used to heat water for personal use by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fi re"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury' or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed CG T1 00 02 19 to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury' or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fi re"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way rPcnnnri to nr assess the effe --- - - ----- REmEvisD & AmovED Ry. ti. � uN ."'."• "; riisl<M1r9::anagcnxri4CYerira(Psdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". g. Aircraft, Auto Or Watercraft "Bodily injury' or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury' or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: Page 4 of 21 (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment' under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. i. War "Bodily injury" or "property damage" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insurf ---_-- - -RRisk isk swtR%bWmREmEwE. y� o & ApnovED © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products - completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property' or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and CG T1 00 02 19 accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work'; or (3) "Impaired property"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury". q. Unsolicited Communication "Bodily injury" or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of 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 contributpd to by the ha7arrin is properties of asbes --- - - ----- REmEwEo & AmovED ti. uN 7o°ez Prao ."'."• "; riisl<M1r9::anagcnxri4CYerira(Psdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit' which also alleges any "bodily injury" or "property damage" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. It. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any of the Page 6 of 21 employment -related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury". Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III —Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit' seeking those damages. However, we will have no duty to defend the insured against any "suit' seeking damages for "personal and advertising injury' to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit' that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory' during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury' caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury'.ftme&E ti. iD& AmovED u "• Risk M1r9:—gcnicrtQC i-lAdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal injury" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Personal and advertising injury' arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury' arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) "Advertising injury' arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "personal injury" assumed by you in a contract or agreement that is an "insured contract', provided that the "personal injury" is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury', provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury' arising out of a breach of contract. g. Quality Or Performance Of Goods — Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement'. h. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement'. i. Intellectual Property "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury' alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7) Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury' arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement'. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury' caused by an offense committed by an insured whose business is: (b) Such attorneys' fees and litigation --- expenses are for defense of that partyftme&E(1) Advertising, "broad --------- ------ i we�tR1`k�mn. y� o & AmovED ."""' `"Vdislc twAan«ac�enrenx CY enral P,yde CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts or owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (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 Page 8 of 21 neutralizing, or in any way responding to, or assessing the effects of, "pollutants". f m, "Personal and advertising injury" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Unsolicited Communication "Personal and advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". q. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information. r. Asbestos (1) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "personal and advertising injury' is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit' which also alleges any "personal and advertising injury" described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, cont, neutralize, or it REmEwEo & AmovED ti. uN 70°ez Prao "• "; rusk M1r9:­gcni tQY i-1 Awdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment -Related Practices "Personal injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (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 CG T1 00 02 19 (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory' and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "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 Covera ftme&Eo AmovED 140P "• Risk M1r9:—gcnicrtQC i-lAdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit' against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit'. However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit' against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; assumed by the insured in the same "insured contract"; d. The allegations in the "suit' and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverages — Coverage A — Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I — Coverages — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury', "property damage" or "personal injury", and will not reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments defense of, that indemnitee, has also been ends when: ---- ."""' `Vdslc twAan«ac�enrenx CY enral P,yde Page 10 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. � " Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co -"employee" or are no longer met. "volunteer worker" as a consequence SECTION II — WHO IS AN INSURED of Paragraph (1)(a) above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph (1)(a) or (b) above; or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c)and "bodily managers are insureds, but only with respect to (d) above do not apply to injury" their duties as your managers. arising out of providing or failing to provide first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your "executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: (2) "Property damage" to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by, duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control is being exercised for any other than a partnership, joint venture or limited purpose by, liability company) or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for acts workers", any partner or member (if you are within the scope of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are insureds for: b. Any person (other than your "employee" or "volunteer worker"), or any organization, while (1) "Bodily injury" or "personal injury": acting as your real estate manager. (a) To you, to your partners or members (if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only: liability company), to a co -"employee" while in the course of his or her (1) With respect to liability arising out of the employment or performing duties maintenance or use of that property; and related to the conduct of your (2) Until your legal rf_— business, or to your other "volunteer appointed. Q1. REmEwEo AmovED ."'"" ` " Vdslc twAan«ac�enrenx CY enral P,yde CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; S. b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury' arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" that: a. Is "bodily injury' or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and Page 12 of 21 b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. Any person or organization that is an equipment lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage', or "personal and advertising injury' that: a. Is "bodily injury' or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury' or "property damage" that occurs, or "personal and advertising injury' caused by an offense that is committed, after the equipment lease expires. No person or organization is ar the conduct of any current or "oPIP--- — — ----------- D ED ti. uN 7O°ez Praq "• owOP VYisl<M1r9::anagcnxsi4 QY i-1 Awdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 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 II — Who Is An Insured. SECTION III — LIMITS OF INSURANCE 1. The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products -completed operations hazard"; and c. Damages under Coverage B. 3. The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard". 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal injury' and "advertising injury' sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury' and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph S. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury' sustained by any one person. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or "suit" as soon as practicable. 6. Subject to Paragraph S. above, the Damage To c. You and any other involved insured must: Premises Rented To You Limit is the most we will (1) Immediately send us copies of any pay under Coverage A for damages because of " demands, notices, summonses or legal premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: papers received i claim or "suit"; Q. ftme&Eo AmovED ."'""` G4slc twAanac�emmfi CY enral P,rde CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section II —Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership or joint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust; that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's legal representative. Page 14 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. ---"Q - -Risk ---- Mbwm REmEwEo& ApnovED ."'."•.'rirsl<M1r9::anagcnxri4CYerira(Psdie COMMERCIAL GENERAL LIABILITY 4. Other Insurance If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as described in Paragraphs a. and b. below. As used anywhere in this Coverage Part, other insurance means insurance, or the funding of losses, that is provided by, through or on behalf of: (i) Another insurance company; (ii) Us or any of our affiliated insurance companies, except when the Non cumulation of Each Occurrence Limit provision of Paragraph S. of Section III — Limits Of Insurance or the Non cumulation of Personal and Advertising Injury Limit provision of Paragraph 4. of Section III — Limits of Insurance applies because the Amendment — Non Cumulation Of Each Occurrence Limit Of Liability And Non Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; (iii) Any risk retention group; or (iv) Any self-insurance method or program, in which case the insured will be deemed to be the provider of other insurance. Other insurance does not include umbrella insurance, or excess insurance, that was bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. As used anywhere in this Coverage Part, other insurer means a provider of other insurance. As used in Paragraph c. below, insurer means a provider of insurance. a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in Paragraph c. below, except when Paragraph d. below applies. b. Excess Insurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contingent or on any other basis: CG T1 00 02 19 (i) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii) That is insurance for "premises damage"; (iii) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to any exclusion in this Coverage Part that applies to aircraft, "autos" or watercraft; (iv) That is insurance available to a premises owner, manager or lessor that qualifies as an insured under Paragraph 4. of Section II — Who Is An Insured, except when Paragraph d. below applies; or (v) That is insurance available to an equipment lessor that qualifies as an insured under Paragraph 5. of Section II — Who Is An Insured, except when Paragraph d. below applies. (b) Any of the other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured, or is any other insured that does not qualify as a named insured, under such other insurance. (2) When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self - insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declz _---- --- - - ------------ Part. ---- Q1. ftme&Eo & AmovED Ryr u ."'."• "; riisl<M1r9::anagcnxri4CYerira(Psdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non -Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or "suit" is brought. (1) The "bodily injury" or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them. At our request, agreement by you. the insured will bring "suit" or transfer those rights to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date for audit and retrospective premiums is the date SECTION V — DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy, you agree: for the purposes of i " ---- supporters is considers Page 16 of 21 © 2017 The Travelers Indemnity ."'""` G4slc twAanac�emmfi CY enral P,rde Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 2. "Advertising injury': b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or instructional, music or news programming disparages a person's or organization's being transmitted; or goods, products or services, provided that the claim is made or the "suit' is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to have had its goods, products or services 6. "Coverage territory" means: disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your "advertisement" that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a. above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or "slogan" damage arises out of: in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or "slogan". (2) The activities of a person whose home is in the territory described in Paragraph a. b. Includes "bodily injury" caused by one or more above, but is away for a short time on your of the offenses described in Paragraph a. business; or above. (3) "Personal and advertising injury" offenses 3. "Auto" means: that take place through the Internet or a. A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to pay any attached machinery or equipment; or damages is determined in a "suit" on the merits in b. Any other land vehicle that is subject to a the territory described in Paragraph a. above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is licensed or principally garaged. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or However, "auto" does not include "mobile transmitted to or from computer software (including equipment". systems and applications software), hard or floppy 4. "Bodily injury' means: disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional 8. "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a "temporary worker". physical harm, sickness or disease. 9. "Executive officer" means a person holding any of 5. "Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose: constitution, bylaws or any other similar governing a. By radio or television; or document. -- ftmewsD & AmovED CG T1 00 02 19 © 2017 The Travelers Indemnity ."""' `Vdslc twAan«ac�enrenx CY enral P,yde Company. All rights reserved. � " Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work" or your fulfilling the terms of the contract or agreement. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of 14. premises that indemnifies any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except in 15. connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury", "property damage" or "personal injury" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, Page 18of21 tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. "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". "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; ftme&Ey� o & AmovED ."'."•.'rirsl<M1r9::anagcnxri4CYerira(Psdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment' but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 17. "Occurrence" means: a. An accident, including continuous or repeated exposure to substantially the same general harmful conditions; or CG T1 00 02 19 b. An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 18. "Personal and advertising injury' means "personal injury" or "advertising injury". 19. "Personal injury": a. Means injury, other than "advertising injury', caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. --- o& AmovED "• ., Ri,k M1r9:—gcnicrtQC i-lAdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents of such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by: (1) Rupture, bursting, or operation of pressure relief devices; (2) Rupture or bursting due to expansion or 23 swelling of the contents of any building or structure caused by or resulting from water; or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "Products -completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your Page 20 of 21 contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury' or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, services or work. of anv _ person or organizat ----------- ftmewsD & AmovED 140P "• Risk M1r9:—gcnicrtQC i-lAdie © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages because of "bodily injury', "property damage" or "personal and advertising injury' to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. ---"Q - -Risk ---- Mbwm REmEwEo& ApnovED ."'."•.'rirsl<M1r9::anagcnxri4CYerira(Psdie COMMERCIAL GEUe IERAN._ IITY (Includes Piroducts-Completed OperationsIf it Contract) This endorsement rnnodifies insurance provided under the 'ffo flioawwiing: OIt MIFRMII... GENU 111All._ 11._M11311...ITY COVERAGE PART PROVISIONS The foUVo Mng is adored to "nay 11 ,..... WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreeirmerntt 'to urncl ude as an addittioynall insured on this Coverage (Part is an insured, but o Ny: Ana With respect to ViabiUUtty ffor "bo dfly iunUuulry" or ,.property damage" that occurs, or -ffor "pelrsoarnai injury" caused by an offense that is committed, subsequent to the signing of -tthatt contract or agreement and whine that part of the contract or agreement is in effect-, and b. 11'ff, and onUy to the extent that, such injury or damage is caused by acts or ormussuo ns of you or your subcontractor in the perfoarmance of "'.your work"' to which -tthe written contract or agreement applies, Such person or oarganuzattiien does not qualify as an additional insured with respect to the independent acts or omissions of such person or orgarnizattion. _U"Ihe insurance provided to such aftttioanai insuured is suubJeett -to the 'following prcavisions° a. If the U._imnitts of Insurance of this Coverage Part shown in the Declarations exceed the minimum Viirnitts required by the written contract or agreement, the insurance provided to the addittiearnai insured Mll be Ri mitted to such rnnurnimurrrn required Mmiitts. For the purposes of determining whether this Hirnnittabo n alplpUies, the Irmilrnirmuurm Uirnitts required by the written contract or agreement ww 1 be considered 'ttoa McUe the irminimuurn krnks of any Urnbr0a or Excess Iliiab'iu'ottyy coverage required for the addittimnai insured by that written contract or agreement. "his provision wwiUU not increase the ftitts of insurance described in Section III ..- Limits Of Insurance. (1) Any °"bodily injury", "property darmage"° or "Ipersenai injury" arising out of the providing, or 'ffaRuure to (provide, any Eprofessioanai architectural, engineering or surveying services, Mciuuding. (a) The preparing, approving, or 'ff0ing to (prepare or approve, maps, shop drawings, opinions, reports, surveys, ffUeUd orders or change orders, or the preparing, approving, or ffaM ng to prepare or approve, drawings and slpe6ficattions; and (b) Supervisory, inspection, archittectturall or engineering aettuvitties. (2) Any "bodily injury" or "property damage" caused by "'your work" and included in the "Iproduuctts-eernpa etted operations hazard" uunlless the written contract or agreement slpeeiffueaNy requires you to Iprcavide such coverage for that additional insured during the poi icy period. c. The addiittioanM insured must eornnlpUy with -tthe foUUowwing duties: (1) ware us written neattuee as soon as Iprac:ttilcabUe of an "occurrence" or an offense which may resuuBtt in a claim. To the extent Iposs'obUe, such notice should irnciuudee (a) How, when and where the "occurrence" or offense took EpUaeee (Ib) "rhe rnarmes and addresses of any injured (persons and witnesses; and () The nature and location of any injury or darnage arising out of the "'occurrence"' or offense, b. The insurance provided to such additional () If a claim is made or "'suit" is brought against insured doses not aEpplly to: the addittio nai insured: - ----r ---"one. REm IESMimED Ryr 0419 0 2018 The "rravOers hndermnky Com ipainy. AH rights reserved. u� 7OU Peowdo "• Risk M1r9:­gcnicrtQC i-1Adie COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit', and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 C 2018 The Travelers Indemnity Company. All rights reserved. ---"Q - -Risk ---r Mbwm REmEwEo ED Ryr ."'."• . Ri,kM1r9:—gcnicrtQC i-lAdie 15K7 Ac" " CERTIFICATE OF LIABILITY INSURANCE DATE (07/05//2022 Y) 022 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 endorsements . PRODUCER AON RISK SERVICES SOUTH INC 3550 LENOX ROAD NORTHEAST SUITE 1700 ATLANTA GA 30326 CONTACT A NAME: on Risk Services, Inc of Florida PHONE FAX A/C, No, Ext : 833-506-1544 A/C, No): EMAIL ADDRESS: WOrk.comp@Otrinet.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : ACE American Insurance Company 22667 INSURED TriNet Group, Inc. L/C/F Kajeet Inc INSURER B : INSURER C : 1 Park Place, Suite 600 Dublin, CA 94568-7983 INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 15571748 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DA AGE TED CLAIMS -MADE ❑ OCCUR 'REM SESOEa occurrence) $ IVIED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PROJECT LOC PRODUCTS - COMP/OP AGG $ $ OTHER CMINED LIMIT AUTOMOBILE LIABILITY Ee accidentSINGLE $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE HIRED NON -OWNED AUTOS ONLY AUTOS ONLY I Per accident $ $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LAB CLAIMS -MADE DEC I I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 2,000,000 A ANY PROPRIETOR/PARTNER/EXECUTIVE F_N] OFFICER/MEMBEREXCLI. N/A X WLR C71188954 — 07/01/2022 07/01/2023 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of Kajeet Inc through a co -employment agreement with TriNet HR III, Inc.. Waiver of subrogation in favor of City of Santa Ana, and it's officers, employees, agents and representatives. as respects of job performed by Kajeet Inc as required by written contract. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Risk Management Division THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92702 AUTHORIZED REPRESENTATIVE / 0"I sh (Jeti ettB171rie&�mn ©1988-2015 ACORD CC " ,---- `" °` ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD i' 7au Ac,, , "'"' Giisl<M1r9::anagcnicri4CYerira(Psdie Workers' Compensation and Employers' Liability Policy Named Insured TriNet Group, Inc. L/C/F Kajeet Inc I Park Place, Suite 600 Endorsement Number Dublin, CA 94568-7983 Policy Number Symbol WLR Number: C71188954 Policy Period Effective Date of Endorsement 07/01/2022 TO 07/01/2023 07/01/2022 Issued By (Name of Insurance Company) ACE American Insurance Company Insert the policy number. The remainder of the information is to be completed only when this endorsement is issued subsequent to the preparation of the policy. CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. (X) Specific Waiver Name of person or organization: City of Santa Ana, and it's officers, employees, agents and representatives. Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 O Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. 2. Operations: 3. Premium: The premium charge for this endorsement shall be percent of the premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. Authorized Representative WC 90 03 75 (05/18) --- REmEvisD&AmovED Ryr yiewdo "•.'rirsl<M1r9::anagcnxri4CYerira(Psdie NOTICE OF COMPLIANCE Contractor Kajeet Inc. Name: Project N-2022-186 Number: Project Kajeet Services Agreement Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coveraae(s) are: TYPE OF INSURANCE AUTOMOBILE LIABILITY GENERAL LIABILITY WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 10/3/2022 1:32 PM EXPIRATION POLICY NUMBER COI DATE FILE NAME DATE BA4R122755 10/14/2023 09/29/2022 Certificate.pdf H6304RI22614PHX22 = 10/14/2023 09/29/2022 Certificate.pdf 15K7 - Kajeet Inc - City of Santa WLRC71188954 07/01/2023 07/05/2022 Ana - 15571748 Workers Comp&Employee Liability.pdf