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Home My WebLink AboutCLA-VAL (GRISWOLD INDUSTRIES)INSURANCE ON FILE WORK MAY PROCEED A-2024-117 UNTIL INSURANCE EXPIRES `f1I17095 CITY CLffI 4 2 6 2�2 DATE, AGREEMENT TO PROVIDE FLOW CONTROL VALVE MAINTENANCE, REHABILITATION, AND REPLACEMENT SERVICES LNe(d� Ghaa)�' THIS AGREEMENT is made and entered into on this 6`h day of August 2024 by and between Griswold Industries dba Cla-Val ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On April 11, 2024, the City issued Request for Proposal No. 24-050, by which it sought a contractor to provide preventative maintenance, rehabilitation, and replacement services for the City's water pressure reducing and pressure sustaining valves. B. Contractor submitted a proposal that was selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 24-050. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $1,250,000. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above for an initial three-year Page 1 of 10 term and terminate on August 5, 2027, unless terminated earlier in accordance with Section 16, below. The term of this Agreement may be extended for a single, two-year extension upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent Contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Page 2 of 10 Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne. by Contractor. a. Minimum Scope and Limit of Insurance 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering 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 and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1) with a limit no less than $1,000,000 combined single limits. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Broader Coverage: if the Contractor 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 Contractor. 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 i. Additional Insured Status: The City, its City Council, its officers, officials, employees, and volunteers are to be covered as additional insureds on the Contractor's CGL, Professional Liability, and Automobile Liability policies, with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connectionwith such work or operations. 2. Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation that any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor 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. Page 3 of 10 Primary Coverage: For any claims related to this contract, the Contractor's insurance coverage shall be primary. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 4. Severability of Interest: A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Notice of Cancellation: Each insurance policy required above shall provide that coverage shall not be canceled, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non- payment of premium. 6. Self -Insured Retentions: Self -insured retentions must be declared to and approved by the City. The City may require Contractor 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. 7. 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:Vll, unless otherwise acceptable to the City. 8. Claims Made Policies: If any of the required policies provide coverage on a claims -made basis: (1) the Retroactive Date must be shown and must be before the date of the contract; (2) Insurance must be maintained and evidence of insurance must be provided for at least three years after completion of work; (3) If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, Contractor must purchase "extended reporting" coverage for a minimum of three years after completion of work. 9. Verification of Coverage: Contractor 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 Contractor'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. Page 4 of 10 10. Subcontractors: Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 11. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of therisk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by Page 5 of 10 law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City, 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument Page 6 of 10 signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 1.7. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 1.8. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses 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. Page 7 of 10 1.9. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Pax: 714- 647-6956 With courtesy copies to: Executive Director, Water Resources Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Griswold Industries Attn: David Koeblitz, CFO and John Link, EVP 1701 Placentia Avenue Costa Mesa, CA 92627 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, Page 8 of 10 communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded by this Agreement. This shall not apply where the Parties are currently engaged and Contractor is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. [signature page follows] Page 9 of 10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By Kyle j}i: lesen Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Alvaro Nunez, City Manager CONTRACTOR: ally signed by David Koehli; David Koebl itz, CFOCFO Date: 2024.07.09 12:19:24 -07'00' David Koeblitz CFO g� Z-z;a 7/9124 J6fin Link Executive Vice President Page 10 of 10 EXHIBIT A SCOPE OF SERVICES CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM SCOPE OF WORK Introduction and Background: The City of Santa Ana is located in the heart of Orange County, California and is approximately 27 square miles. The City provides potable drinking water for all of the City's residents and businesses. The City's water production system consists of 22 wells, 4 pressure control stations, 7 Metropolitan Water District connections, 7 water booster stations and 8 reservoirs and 2 sanitary sewer lift stations. Control and monitoring of the water system and sewer facilities is coordinated via the City SCADA system using a series of radios to send and receive data from remote locations to the City Home SCADA control room. Flow and pressure control through the water system is achieved using Cla-Val valves per Appendix A. Description of Work: The City is requesting proposals for the purpose of rehabilitating, replacing and maintaining all Cla-Val pressure control valves within the water production facilities. All replacement and procured valves in the contract shall be Cla-Val, no exceptions. The contract term shall be for three years with a City option to renew for one additional 2-year term. The Contractor will be expected to hold firm pricing on all contract items supplied for the duration of the contract. Labor increases shall be subject to mutually agreeable terms between the City and the Contractor. The Contractor shall provide all labor, materials, services, and equipment necessary for flow control valve maintenance, repair, and procurement services. All work shall be in accordance with applicable practices and shall conform to all applicable laws, codes and regulations. In addition, the Contractor must be able to respond to City's request for emergency repair work on a timely manner. Business hours are considered from 7:00 A.M. to 5:00 P.M. (Monday through Friday). Any time outside of business hours of operation may be considered after hours/weekends. All services, equipment and materials provided by the Consultant must be in accordance with all applicable Federal, State and local regulations, laws, and codes. The City reserves the right to modify the scope of the project at any time. Contractor Responsibilities: I. INSPECTION/PREVENTATIVE MAINTANENCE SERVICES (BID ITEMS 1-3) Inspection services shall include annual examination of all valves and any pilot valve systems associated with the valves listed in Appendix A. The Contractor shall perform preventative maintenance every 12 months at each valve system in order to elongate the lifespan of the valves and to determine how the operating conditions of the system are affecting the valve. In addition to preventative maintenance, the Contractor shall, upon request from the City, deploy to any valve and/or pilot valve site and perform a working inspection of the existing valve if the City encounters any valve operational issues. The preventative maintenance inspection shall verify the working condition of the valve. City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 14 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM Preventative maintenance should consist of, but is not limited to the following: a. Removal of lime deposits/mineral buildup from the valve stem and other metal parts b. Inspect parts (diaphragm, pilot valves, disk plate, solenoids, valve body, tubing, anti -cavitation parts (knock -outs), etc.) c. Calibrate pilot control settings (pressure and flow, altitude valves, etc.) d. Maintain and clean the strainers and valve body e. Exercise the valves f. Check the pilot tubing for leaks g. Inspect pilot disc retainers h. Confirm that the diaphragm assembly is properly functioning Preferably, preventative maintenance should be accomplished without removing the valve from the line. However, if removal of the valve is required, the Contractor shall notify City staff prior to performing the work. Upon completion of inspection and maintenance services, the Contractor shall also ensure all tags and/or reference markers on valves and appurtenances are up to date with the most accurate information such as model number, serial number, etc. In the event, the Contractor encounters outdated valves in need of replacement, the Contractor shall recommend retrofitting old valves with up to date new valves that meet or surpass industry standards. Within ten (10) business days of completing maintenance services on the City's Cla-Val's, the Contractor shall provide a service report to the City of Santa Ana. The Contractor shall follow up with City personnel and notify City staff on any issues encountered in the field regarding requiring additional parts. The Contractor shall state all findings, if any, along with a proposed scope of work and complete cost estimates for any recommended equipment repairs and/or replacement. II. REPAIR SERVICES (BID ITEMS 4-9) The Contractor shall repair or replace any parts of the valve found to be worn or otherwise in need of replacement. All internal parts of the valve shall be cleaned of mineral deposits prior to reassembly of the valve. When required (typically every 5 years), complete valve rebuilds/rehabilitations should be performed in which the main valve and its respective pilot controls are cleaned internally, all rubber parts are replaced, and all metal parts replaced where needed. All repairs and rehabilitations shall be made in accordance with Cla-Val guidelines and as directed by the City. The Contractor shall be factory trained in maintaining all piloting systems offered by Cla-Val and shall fix/repair all piloting systems in accordance with Cla-Val guidelines and as directed by the City. Work under this section shall also include full valve replacement complete with all necessary pilot systems and/or electronic controls. Valves listed in Appendix A are representative of the majority of the Cla-Val valves in use in the City but is not a complete listing. The City acknowledges that additional costs will be incurred for City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 15 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM pilot system repairs and will vary depending upon the type of piloting system on each valve. Assume that a full repair of the valve will include costs for replacement of all parts that could be replaced in a standard Cla-Val diaphragm valve. For bidding purposes, assume repair of the following components; replacement of disk and seat on Cla-Val on the following models for various sizes as listed on the Fee Schedule: 1. Model90-01 2. Model50-01 3. Model52-03 4. Model61-02 5. Model100-01 The Contractor shall solely use Cla-Val parts for replacement, repair, and maintenance of all components of the City's valves. III. NEW VALVES AND PROCUREMENT SERVICES (BID ITEMS 10-11) If the Contractor has determined rehabilitation of a valve system is not feasible or at the City's direction, replacement of the valve with a new valve shall take place. Furthermore, if the cost to repair the valve exceeds 50% of the cost to replace, replacement of the valve with a new valve shall take precedence. When work includes the replacement of valves, the Contractor shall be responsible for removal of the existing valve and installation of the new replacement valve. The Contractor shall also be responsible for supply, installation, calibration and testing of the new replacement valve. IV. INSTRUMENTATION AND CONTROL SERVICES The Contractor shall also have experience incorporating instrumentation and remote/local valve control on existing and future valve components in the City. The City currently utilizes electronic valve controllers (Model VC-22D), which serves as an interface between the City's SCADA system, the valve, and other devices installed on or around the valve. The Contractor shall have expertise in customizing the aforementioned valve controller with the Cla-Val trademarked standard and customized ValvApps to meet the City's operational requirements specific to each site. The Contractor shall be able to provide the following customization inputs and outputs for the valve controllers upon City request: 1. Valve Regulation 2. Differential Pressure Monitoring 3. Retransmission (1) Analog Inputs (2) Digital Inputs 4. Solenoid Outputs 5. Relay Outputs 6. Actions/Alarms 7. Communication City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 16 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM 8. Control Logic V. VALVES TRAINING SERVICES Upon request, the Contractor shall provide in depth training on flow control valve operation, maintenance, and repair techniques that optimize staff management of the system. Classes shall include training materials and resources to further assist City Staff in the operation and maintenance of the flow control valves specific to the system. Upon request, the Contractor shall provide training classes in the field and/or in a controlled class setting at certified Cla-Val facilities following the manufacture's guidelines and operating techniques. VI. VALUE ADDED RELATED SERVICES The Contractor may propose additional related services that the City has not specifically identified in this RFP to accomplish the stated goals of this RFP. Value added related services will be considered by the City and may or may not be incorporated in the agreement. All parts and materials must be supplied new and Cla-Val factory approved. VII. SUBCONTRACTORS The use of Subcontractors is allowed, but will require approval by City prior to start of any assigned work. Upon commencement of work, the Contractor shall be responsible for services provided by any subcontractor as if Contractor were providing the services with its own organization. When a Subcontractor performs all or any part of the work, a markup shall be applied to the Subcontractor's actual cost of such work. The Contractor may add a markup of 10 percent on the first $5,000 of the subcontracted portion of the extra work and a markup of 5 percent on work added in excess of $5,000 of the subcontracted portion of the work may be added by the Contractor. Vill. PROJECT MANAGEMENT & COORDINATION When a request for service is issued to the City, the Contractor shall issue an estimate to the City's designated Project Manager. The Contractor shall not proceed with any work without the approval of the City's designated project manager. Contractors shall invoice the City on a monthly basis for all work performed during the period or provide a one-time invoice at the completion of work issued. Each invoice shall be accompanied by a summary of tasks performed, contract agreement number, results and progress on long- term tasks if any. IX. CODE COMPLIANCE All materials and workmanship shall be in strict conformity with standards of the latest editions including revisions of the following: • American Society of Civil Engineers (ASCE) City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 17 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM • American Society of Mechanical Engineers (ASME) • State Department of Industrial Safety (CAL/OSHA) • California Code of Regulations (CCR) • Local, State, and Federal Building Codes • City of Santa Ana Standards X. MINIMUM QUALIFICATIONS The Contractor shall meet the following minimum qualifications: 1. All work is to be performed in compliance with all applicable codes, ordinances, laws, standards, due care, and Occupational Safety and Health Administration (OSHA) safety requirements. 2. Be factory authorized, trained and knowledgeable in Cla-Val valves for maintenance, operation and installation. (Provide proof of training upon issuance of a contract with the City) 3. The Consultant shall have a minimum of five (5) years of experience in the services described in ATTACHMENT 1: SCOPE OF SERVICES. 4. Be confined space entry certified as well as possess state and local permits, licenses and certificates required by law to commence, carry, and complete the work. 5. Have access to factory direct inventory for replacement parts, new valves and related appurtenances. 6. Provide all necessary equipment to competently perform and complete work as specified. XI. SAFETY Proposer shall be solely and completely responsible for the condition of the project site, including safety of all persons and properties during the performance of the work. In addition, proper safety equipment must be worn at all times. These requirements shall apply continuously until the contract is terminated and shall not be limited to normal working hours. The Contractor/Consultant shall assure that each employee or subcontractor under the contractor's supervision is trained in the work practices necessary to safely perform his or her job. XII. INSURANCE REQUIREMENTS The successful bidders shall furnish the City with original copies of valid insurance policies herein required upon execution of the contract and shall maintain said policies in full force and effect at all times during the term of this contract. Said insurance policies shall comply with all requirements set forth in these specifications. The Contractor shall keep a current certificate of insurance at the City of Santa Ana at all times and shall immediately report any changes to the City. XIII. MARKUP City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 18 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM The following markup percentages shall be added to the Contractor's costs and shall constitute the markup for all overhead and profits (to the sum of the costs and markups, one (1) percent shall be added as compensation for bonding): 1) Labor......................................................................................................20 2) Materials................................................................................................15 3) Equipment Rental...................................................................................15 4) Other Items and Expenditures................................................................15 XIV. FEE SCHEDULE: Contractor shall submit a fee schedule as described in Section III.B.3 of RFP. No separately stated freight or deliveries will be considered. Bidders shall include all costs in the unit price bid. Furthermore, the Contractor shall submit additional labor, material and rental equipment rates along with fee schedule. Contractor's labor and equipment rate sheet shall list rates for all labor designations, equipment, rentals, and materials. The bid items specified in the fee schedule are for reference purposes only. Labor increases shall be subject to mutually agreeable terms between the City and the Contractor. The City may request related services that will be paid at the vendor's standard labor and equipment rate submitted. Fee proposal shall be outlined as follows: ---End of SCOPE OF WORK Section --- City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 19 EXHIBIT B CK47U0VI RMIIY O N CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM — -- APPENDIX ATTACHMENT 2: FEE PROPOSAL Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Appendix: Attachment 1) and am familiar with the scope of work. I am familiar with all the existing conditions and limitations that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposer shall submit hourly rates schedule, which shall include but not limited to, direct and indirect costs for labor, for staff per job classification, material, equipment rates, overhead, incidental supplies, travel, mileage, and fuel. Any special materials will be purchased by the contractor only after discussed and authorized by the City projects manager or designee in writing. Prior to commencement of services, Contractor shall provide separate quotes, upon request by the City, which shall be approved by the City's Public Works Agency. TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Griswolut ,TiouluS+rir.S IAA da-ved Bid Item Unit 1. Labor 1 Man Prevailing Wage HR 2. Labor 2 Men Prevailing Wage HR 3. Travel Per Day EA Model 60.01 4, Repair 4" Pressure Control Valve Rubber EA Rebuilds for Main Valve and Pilot 5 Repair 6" Pressure Control Valve Rubber EA Rebuilds for Main Valve and Pilot Repair 8" Pressure Control Valve Rubber 6' Rebuilds for Main Valve and Pilot7. EA Repair 10" Pressure Control Valve Rubber EA Rebuilds for Main Valve and Pilot Quantity Unit Price Amount 200 200 $3y0.ov $&g0000.00 26 $3yo.op $ f{.Sp0.00 20 $ 3aS. y7 $ 1,1 so 8. go 5 $ 2010 Y4 AO 6 $ Yl'S. fY $ a,32-9.20 2 $6go.yo $ 1y36o.ffo 8. Complete New 4" Model 50-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot o,00 System, Opening & Closing Speed EA 20 $ 6� y�ry, ov $ 1,2% fp 8 Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 20 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM 9. Complete New 6" Model 50-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 5 $70•00 $ y3� UO Controls, Up Stream & Downstream �T Pressure Gauges, X101 Valve Position Indicator 10. Complete New 8" Model 50-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 5 $ r' dt�/�,OO �—i-f— $ jy Zl DO Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 11. Complete New 10" Model 50-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 ��JJJJ II $ASS. DO $ 3% 3j0, DO Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator Model 52-03 92. Repair 10" Pressure Control Valve Rubber Rebuilds for Main Valve and Pilot EA 4 $ 9.20. /6 $3 16YD. icy 13, Complete New 10" Model 52-03 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 4 S69.00 $ CIO, 294,00 Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator Model 61.02 14, Repair 10' Pump Control Valve Rubber Rebuilds for Main Valve and Pilot EA 1 $ 6!50. /(0 $ 15. Complete New 10" Model61-02 15011b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot 4 't System, Opening & Closing Speed EA 1 $ 2 1 0 %i3OU $ aka. 00 Controls, Up Stream & Downstream T Pressure Gauges, X105 Limit Switch Assembly Model 90-01 p r 16 Repair 6" Pressure Control Valve Rubber EA 5 $ y0 Rebuilds for Main Valve and Pilot 17 Repair 8" Pressure Control Valve Rubber EA 5 $ yid 7. 29' $d 2V6,g0 Rebuilds for Main Valve and Pilot 18 Repair 10" Pressure Control Valve Rubber EA 5 $ %6�.U0 $ 3 330,00 Rebuilds for Main Valve and Pilot —7'---'-- City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 21 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM Repair 12" Pressure Control Valve Rubber Repair EA 5 $ 763,9z $�// 60 19 Rebuilds for Main Valve and Pilot Repair 14" Pressure Control Valve Rubber EA 2 $122.6, /& $ 4, y5.2,.3a 20 Rebuilds for Main Valve and Pilot 21. Repair 16" Pressure Control Valve Rubber EA 2 C-9 LO $/ „2's0 d $ Rebuilds for Main Valve and Pilot 22. Complete New 6" Model 90.01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $ g 78j, 00 $ 17� S%O, DO Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 23, Complete New 8" Model 90-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 sL2 795,00 $ $*%, UU Controls, Up Stream & Downstream—�-- Pressure Gauges, X101 Valve Position Indicator 24. Complete New 10" Model 90-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $ 16,Sa , 0U $ 3:3 IIQ,OQ Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 25, Complete New 12" Model 90-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $.3/• ()a $ 9�OZ,40 Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 26. Complete New 14" Model 90-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot uu 81 bt�6 p O System, Opening & Closing Speed EA 2 $ lip $j_ Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 27. Complete New 16" Model 90-01 1501b Flanged/Epoxy Coated, Stainless Steel u Complete peng& ClosingSpeed Stainless Steel Pilot EA 2 $ /y W $ gT6g On System, Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 22 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM Model 100.01 Repair 8" Pressure Control Valve Rubber EA 2 $ 350. 28 Rebuilds for Main Valve and Pilot 29 Repair 10" Pressure Control Valve Rubber EA 2 $ 15e1q, I b u $ 32 Rebuilds for Main Valve and Pilot-- 30. Repair 12" Pressure Control Valve Rubber EA 2 $ 70 7.76 $,! Rebuilds for Main Valve and Pilot 31. Repair 14" Pressure Control Valve Rubber EA 2 $ ) 20a z.Li —%-- $ 2 UU Rebuilds for Main Valve and Pilot 32. Repair 16' Pressure Control Valve Rubber EA 2 $ 27.!;, RY $ Rebuilds for Main Valve and Pilot 33. Complete New 8" Model 100-01 150lb Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $ q� o7q. oo $ 0o Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 34. Complete New 10" Model 100-01 15011b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $ 13� 3�a,00 // $ .2 to p'�iy. 00 Controls, Up Stream & Downstream T Pressure Gauges, X101 Valve Position Indicator 35, Complete New 12" Modell 00-01 15011b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $_1g27, Oo $ L13� 6$1%UO Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 36. Complete New 14" Model 100.01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $3& M-00 $ 76, 3'51 • U0 Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator 37. Complete New 16" Model 100-01 1501b Flanged/Epoxy Coated, Stainless Steel Trim, Complete Stainless Steel Pilot System, Opening & Closing Speed EA 2 $ yo, 890 oo $ ff/ 7&o. v0 Controls, Up Stream & Downstream Pressure Gauges, X101 Valve Position Indicator - MEMEEEEM City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 23 CITY OF SANTA ANA RFP NO.: 24-050 FLOW CONTROL VALVE MAINTENANCE PROGRAM 38. Discount off list price on unforeseen % N/A a� replacement parts Total $_TO�t7�82�'r�% City of Santa Ana RFP 24-050 Flow Control Valve Maintenance and Rehabilitation Services Page 24 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DONYYY) 0312612024 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 endors-ment(sl_ PRODUCER CONTACT Marsh Risk & Insurance Service NAME: 17901 Von Kansan Avenue, S 100 PHONE (949) 399-5600; License p043 INC.E-MAILN Irvine, Ne P92614 ADDRESS: _ N Attn: Newpc S Sh, mIF: 32 NSURER S AFFORDING COVERAGE CN102166416-STND-GAWUP-23- e--,N,URERA,mit ran INSURED INSURERB Nli N Griswold Industries, Cla-Val Company 1701 Placentia Avenue INSURER Twin. 'vElallinsuran QQ 29459 Costa Mesa, CA 92627-4475 _ .... _ t _ n 1% A P A ..M COVERAGES N ILCURTIFIdkTE NUMBERA IL AnAmA,tAni A - �01 AFid ill'TA1111Mrill-le.-7 1 A A THIS IS TO CERTIFY THA HE P CI IN NCE ISTED W _ EE UED jNl O HE PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONC IIOr OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE F =FC`'.OED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MA1' „AVE BEEN REDUCED BY PAID CLAIMS. PIER LTR TYPE OF INSURANCE ADDLSUBR J= Jm POLICYNUMBER POLICYEFF HAMIDDvYYYYI POLICYEXP M OD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 171 OCCUR 72ECSOA1987 D4101/2024 04101/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE T E TED PREMISES Ea occurrence if 300,000 X MED EXP (Any one person) $ $1,000,000 SIR PERSONAL&ADV INJURY $ 1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY JEST 1:1LOC GENERALAGGREGATE $ 2,000,000 GEN'L X PRODUCTS-COMPIOPAGG$ 2,000,000 If OTHER: A AUTOMOBILELIABILDY 72UENUM3154 04/01/2024 04/0112025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X ANYAUTO BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS Per accident BODILY INJURY ( ) $ X HIRED NON -OWNED AIUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE Per accident $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DIED RETENTION $ $ A C WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY ANYPROPRIETORIPARTNERTXECUTIVE YIN OFFICERIMEMBEREXCLUDED4 FNI NIA 72WNC93100(CA) 72WEHO3564(ADS) 04/01/2024 04MI2024 04101/2025 M01/2025 X I PER OTH- STATUTE ER EL EACH ACCIDENT $ 1,000,000(Mandatory E.L. DISEASE -EA EMPLOYEE $ 1,000,000 in NH) If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101. Additional Remarks Schedule, may be attached if more space is requlmd) The City of Sana Ana, its officers, employees, agents, volunteers, and representatives are included as additional insured where required by written contract with respect to General Liability. This insurance is primary and noncontributory over any existing insurance and limited to liability arising out of the operations of the named Insured subject to policy tens and conditions with respect to General Liability. ly[N_\ 1 =111:[a] III Ill =1N City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana, CA 92702 AUTHORRED REPRESENTATIVE of Marsh Risk & Insurance Services SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRC RhkMOmgeMaffDlWlwl f� REVIEWED dr APPROVED BY: A+.ku Aai,44 Risk Management Speoalet ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 72ECSOA1987 COMMERCIAL GENERAL LIABILITY it COVERAGE FORM (EXCESS - BROAD FORM) Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and what is not covered. Throughout this policy the words "you' and "your refer to the Named Insured 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 stock insurance company member of The Hartford 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 a special meaning. Refer to Section V - Dednitions. SECTION I -COVERAGE$ COVERAGE A BODILY INJURYAND PROPERTY DAMAGE LIABLITY 1. Insuring Agreement a. We will pay those sums that you or any insured becomes legally obligated to pay as damages because of "bodily injury" or "properly damage" to which this insurance applies; but only to the extent that such "bodily injury" or "properly damage" is in excess of the "self -insured retention' that has been exhausted solely by your payment of "claim expenses" and that portion of judgments or settlements to which this insurance would have applied in the absence of the "self -insured retention". b. You are responsible for payment of expenses for any defense counsel selected by oron behalf of you or any insured, including "claim expenses", until the "self -insured retention' has been exhausted solely by your payment of "claim expenses" and that portion of judgments or settlements to which this insurance would have applied in the absence of the "self -insured retention'. If we make a payment relating to the defense counsel or defense of any claim against you or any insured within the "self -insured retention", it will be on your behalf, and you must reimburse us within seven business days of the data you receive notice that such payments have been made. Form EH 00 02 06 05 (c) 2005, The Hartford (Includes copyrighted material of Insurance ServiCes Office, Inc. with its p ion. "Claim expenses" and other defense expenses incurred subsequent to the exhaustion of the "self -insured retention" are payable by us, as provided in Supplementary Payments. c. If the claim is within the amount of the "self - insured retention", then subject to subsection d. below, you shall have the duty to defend any "suif' brought against you or any Insured seeking damages because of "bodily injury' or "property damage" to which this insurance applies. Such duty shall continue until the "self -insured retention" has been exhausted solely by your payment of "claim expenses" and that portion of judgments or settlements to which this insurance would have applied In the absence of the "self -insured retention". If, however, the amount you have paid on your behalf or on behalf of any insured, for "claim expenses' or judgments and settlements for a claim exceeds the amount of the "self -insured retention", then we shall have the right and duty to defend you or such Insured against such claim. Our right and duty to defend ends when we have used up the Limits of Insurance In the payment of judgments or settlements to which this Coverage Part applies. d. If the amount you have paid, on your behalf or on behalf of any Insured, for "claim expenses" and judgments or settlements for a claim does not exceed the amount of the "self -insured retention", we shall not be obligated to assume charge of, participate In, or pay for the investigation or defense of any claim or "suit". However, if such claim or "suit", in our opinion, involves or is reasonably likely to Involve payment by us under this Coverage Part, we shall: (1) Require you or the insured against whom a claim is made or "suit" is brought, to obtain our written consent regarding the selection of any defense counsel; (2) At our own expense, have the right but not the duty to investigate and to assign counsel in add Rkk MRrmgemedDMs1on RenEwEo& APPP�Rw® air. �^ '�' Ruk Management Spped4m - counsel assigned by or on behalf of you or the insured. Such additional counsel shall have the right to participate in the investigation, defense or settlement of any claim or "suit" on our behalf, and (3) Have the right but not the duty to assume control of the defense, and we shall have that right even if we have not elected to assign additional defense counsel. If we assume control of the defense: (a) We shall have the right to select or dismiss defense counsel for the purpose of continuing the defense of any "suit'; and (b) You shall continue to pay, or reimburse us for, any 'claim expenses' pursuant to the defense of you or any insured until the "self - insured retention" is exhausted. During the course of controlling the defense we shall have the right but not the duty to settle the claim or "suit" by paying all or part of the "self -Insured retention" or Limits of Insurance. Such payment is on your behalf, and you are responsible for reimbursing us for payments of damages and "claim expenses" within the "self -insured retention" we have made, within seven business days of the date you receive notice that such payments have been made. If we avail ourselves of the foregoing right(s), you and any other insured, your and any other insured's claim servicing agency and we shall cooperate in such investigation, defense or settlement. Any right or opportunity we have exercised to participate in or control the defense ends at our discretion, but in all events ends when we have used up the limit of insurance in the payment of judgments or settlements to which this Coverage Part applies. e. In no event shall: (1) The "self -insured retention" be reduced by your or any insured's overhead, cost of investigation of claims by salaried "employees" or "employee" time; nor any expenses or appeals not incurred with our written consent pursuant to the Duties In The Event of Occurrence, Offense, Claim or Suit Condition in Section IV or the Appeals Condition in Section N; or (2) We have any obligation or liability to pay Page 2 of 23 sums or performs acts or services unless explicitly provided for under Supplementary Payments - Coverages A and B. f. The amount we will pay for damages is limited as described in Section III - Limits Of Insurance. We have no other obligation to pay anything unless explicitly provided for under Supplementary Payments - Coverages A and B. g. This insurance applies to "bodily Injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the "policy period"; and (3) Prior to the "policy period", no Insured listed under Paragraph 1. of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an 'occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the "policy period', that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury or "property damage" during or after the "policy period" will be deemed to have been known prior to the "policy period". h. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury or "property damage"; or (3) Becomes aware by any other means that "bodily injury or "property damage" has occurred or has begun to occur. Damages because of "bodily injury include damages claimed by any person or organization for care, loss of services or death resulting at any time' "` "' ' ' .. ,>� °_ IiIAMMagemadDiVakm RwEweD&APPRovm BV: ;; �, A.�, A ® R6k Management SpedXist 01 rum n cn 111010,1i vo VO Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only it (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purposes of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence'. 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. It. Contractual Llabllity "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 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 attorney fees and necessary litigation expenses incurred by or for a parry other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (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 attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this policy applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only tf you are In the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a worker's compensation, disability benefits or unemployment compensation law or any similar law. 9. 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: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) 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 "properly damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage migration, rele— "pollutante": •.^—\Qe\c rnBrinRenn��tt 4 9 9 Rr-vE D&APPRwmBY: R¢k Management SpeaMist 01 Form EH 00 02 06 05 rages or w (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; (b) At or from any promises, 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; (e) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (1) Any insured; or (II) Any person or organization for whom you may be legally responsible; (d) At or from any promises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations; or (a) To the extent that any such injury or damage is included in the "products - completed operations hazard". Solely to the extent "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor; subparagraph (d) does not apply to "bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed 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 ff 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. This exception also does not apply if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or access the effects of "pollutants". Page 4 of 23 (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, 'pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages 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". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. U. 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) Awatercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons 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 assumc contract" for the or use of "aircraft el .�, Rkk MWa9MentDhb1m (� �. if+.frtFlcaviceto R6k Management SpetlaOsf (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) orf.(3) of the definition of "mobile equipment"; or (6) An "aircraft" that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury' or "property damage", whether the other Insurance Is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (t) 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. t. War "Bodily injury" or "property damage", however caused, arising directly or indirectly, out of. (t) War, including undeclared or civil war, or (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: (t) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, 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 properly: (2) Premises you sell, give away or abandon, If the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (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. 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) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage ToYour Product "Property damage" to "your product" arising out of it or any part of it. i. DamegeTOYourWork "Properly 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 Properly Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically Injured, arising out of (f) 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 properly arising out of sudden and accidental physical injury to "your producC or "your work" after " _..• •- :`' intended use. .4'�'fe �ry __ w.knge„�o,tnWmn EVIE flD&.�.APPPPR� F�D�S� -Y: Risk Man gemenl Sppea Form EHI 00 02 06 05 rage a UT &a 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: (f) "Yourproduct"; (2) 'ryourwork"; 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. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any "employment related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment -related practices' are directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily Injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: Page 6 of 23 (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard' ; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, datoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (a) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazarct". s. Distribution Of Material In Vlolatlon Of Statutes "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; or (2) The CANSPAM Act of 2003, including any amendment of or addition to such law; or (3) Any Statute, ordinance or regulation, other than TCPA or CANSPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. t. Aircraft Products (1) (2) "Bodily Injury" or "property damage" included in the "products - completed operations hazard" and arising out of the design, manufacture, sale, handling or distribution of "aircraft products", or reliance upon any representation or warranty made with respect thereto, or to any liability arising out of the "grounding" of any "aircraft"; or Liability assumed by you under any contract or agreement if such liability arises out of "aircraft products" designed, manufactured, sold. handled nr distributed I% you or by of name. Rief a Managanmt DiWeion REVIEWED & APPROVED BY: `'7 ® A+•fj:r Acwu(o Risk Management Spedallst writ] cn vv va vo va COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that you or any insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies; but only to the extent that such "personal and advertising injury" is in excess of the "self insured retention" that has been exhausted solely by the payment of "claim expenses" and that portion of judgments or settlements to which this insurance would have applied in the absence of the "self - insured retention". b. You are responsible for payment of expenses for any defense counsel selected by or on behalf of you or any insured, including "claim expenses", until the "self -insured retention" has been exhausted solely by the payment of "claim expenses" and that portion of judgments or settlements to which this insurance would have applied in the absence of the "self -insured retention". If we make a payment relating to the defense counsel or defense of any claim against you or any insured within the "self -insured retention", it will be on your behalf, and you must reimburse us within seven business days of the date you receive notice that such payments have been made. "Claim expenses" and other defense expenses incurred subsequent to the exhaustion of the "self -insured retention" are payable by us, as provided in Supplementary Payments. c. If the claim is within the amount of the "self - insured ratention", then subject to subsection d. below, you shall have the duty to defend any "suit" brought against you or any insured seeking damages because of "personal and advertising injury" to which this insurance applies. Such duty shall continue until the "self -insured retention" has been exhausted solely by the payment of "claim expenses" and that portion of judgments or settlements to which this insurance would have applied in the absence of the "self -insured retention'. If, however the amount you have paid on your behalf or on behalf of any insured, for "claim expenses" or judgments and settlements for a claim exceeds the amount of the "sstf-insured retention", then we shall have the right and duty to defend you or such Insured against such claim. Our right and duty to defend ends when we have used up the Limits of Insurance in the payment of judgments or settlements to which this Coverage Part applies. d. If the amount you have paid, on your behalf or on behalf of any insured, for "claim expenses" and judgments or settlements for a claim does not exceed the amount of the "self -insured retention", we shall not be obligated to assume charge of, participate in, or pay for the investigation or defense of any claim or "suit". However, if such claim or "suit", in our opinion, involves or is reasonably likely to involve payment by us under this Coverage Part, we shall: (1) Require you or the insured against whom the claim is made or "suit" is brought, to obtain our written consent regarding the selection of any defense counsel; (2) At our own expense, have the right but not the duty to investigate and to assign counsel In addition to any defense counsel assigned by or on behalf of you or the insured. Such additional counsel shall have the right to participate in the investigation, defense or settlement of any claim or "suit" an our behalf; and (S) Have the right but not the duty to assume control of the defense, and we shall have that right even if we have not elected to assign additional defense counsel. If we assume control of the defense: (a) We shall have the right to select or dismiss defense counsel for the purpose of continuing the defense of any "suit; and (b) You shall continue to pay, or reimburse us for, any "claim expenses" pursuant to the defense of you or any insured. During the course of controlling the defense we shall have the right but not the duty to settle the claim or "suit' by paying all or part of the "self -insured retention" or Limits of Insurance. Such payment is on your behalf, and you are responsible for reimbursing us for payments of damages and "claim expenses" within the "self -insured retention' we have made within seven business days of the date you receive notice that such payments have been made. If we avail ourselves you and any other in. r,=mom Risk MRnegmerd iit[m Rentwta&MPRw®Rv: °I' 'a ® Fl+j:eAcwrl. Rnk Management SpedAist 00, Form EH 00 02 06 05 insured's claim servicing agency and we shall cooperate in such investigation, defense or settlement. Any right or opportunity we have exercised to participate in or control the defense ends at our discretion, but in all events ends when we have used up the limit of insurance in the payment of judgments or settlements to which this Coverage Part applies. 9. In no event shall: (1) The "self -insured ratention"be reduced by your or any insured's overhead, cost of investigation of claim by salaried "employees", or "employee" time; nor any expenses or appeals not incurred with our written consent pursuant to the Duties In The Event of Occurrence, Offense, Claim or Suit Condition in Section IV or the Appeals Condition in Section IV; or (2) We have any obligation or liability to pay sums or performs acts or services unless explicitly provided for under Supplementary Payments - Coverages A and B. f. The amount we will pay for damages is limited as described in Section III - Limits Of Insurance. We have no other obligation to pay anything unless explicitly provided for under Supplementary Payments - Coverages A and B. g. 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' arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury' arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury' arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the "policy period". Page 8 of 23 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 that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury' arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods - Failure To Conform To Statements "Personal and 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 "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. I. Infringement Of Intellectual Property Rights "Personal and advertising injury" arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, In your "advertisement', of (1) Copyright; (2) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (3) Tide of any literary or artistic work. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sties for others; or (3) An Internet sear service provider. However, this exclusi Paragraphs 20.a., b. Risk Mmt"ganadDly im RE,nE D^&Mritw®BY: �. - Risk Management Sperialist UI III cn UU VA VO VO advertising injury" under the Definitions Section. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your egsits, by itself, s pt oonsidered the, usiness of aciver�rsing, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorised Use OfAnother'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 a governmental authority for damages 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". o. War 'Personal and advertising injury", however caused, arising directly or indirectly out of: (1) War, including undeclared or civil war, (2) Wariike 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. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your websita; (2) Placing a link to a webslte of others on your website; (3) Content, including information, sounds text, graphics, or images from a websits of others displayed within a frame or border on your website; or (4) Computer code, software or programming used to enable; (a) Yourwebsite; or (b) The presentation or functionality of an advertisement" or other content on your webstte. q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Discrimination "Personal and advertising injury" arising out of discrimination. u. Employment -Related Practices "Personal and advertising Injury" to: (1) A person arising out of any "employment related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment -related practices" are directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligatior '^tom 11 or repay someo FAkorDiw" damages becaus /.`�. REVIEWED&APPROVED BY.' AfeAavA4 Ruk Management Spedalut Form EH 00 02 06 05 v. Asbestos (1) "Personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the 'asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured test for, monitor, dean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbastos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Distribution Of Material In Violation Of Statutes "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CANSPAM Act of 2003, including any amendment of or addition to such law; or (3) Any Statute, ordinance or regulation, other than TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. You will pay: a. With respect to any claim or "suit" against you or any other insured that you have a duty to defend, all "claim expenses' you incur, within the amount of the 'self -insured retention'. Even if we elect to assume control of the defense, you will continue to pay such expenses, or reimburse us for such expenses within the amount of the "self -insured Page 10 of 23 retention", at our sole discretion and direction. If we pay such expenses, you must reimburse us for all such expenses within seven business days of the date you receive notification that such payment has been made. b. Prejudgment interest awarded against you or any insured on that portion of the judgment or settlement that is within or equal to the amount of the "self -insured retention". Your payment will be in the ratio that your liability for the judgment rendered or settlement made bears to the whole amount of such judgment or settlement. c. Interest on that portion of a judgment or settlement that accrues after entry of the judgment and before you have paid, offered to pay, or deposited in court the part of the judgment that is within or equal to the amount of the "self -insured retention". Your payment will be in the ratio that your liability for the judgment rendered or settlement made bears to the whole amount of such judgment or settlement. Paragraphs b. and G above will not reduce the amount of the applicable "self -insured retention". 2. We will pay: a. With respect to any claim you investigate or settle, or any 'suit' against you or any other insured you have a duty to defend, all "claim expenses" in excess of the "selFansurad retention". We will pay all "claim expenses" we incur if we have elected to associate with the defense counsel assigned by or on behalf of you or any other insured, whether within or in excess of the "self -insured retention'. b. The following in the ratio that our liability for the judgment rendered or settlement made bears to the whole amount of such judgment or settlement: (1) Prejudgment interest awarded against you or any other insured on that portion of the judgment or settlement we pay that is in excess of the amount of the "self - insured retention". (2) Interest on that portion of a judgment or settlement that accrues after entry of the judgment and before you have paid, offered to pay, or deposited in court the part of the judgment that is in excess of the amount of the "self -insured retention". (3) Up to $1,000 for the M,d „s tins K—le required becaus Risk M¢wgement Coverage applies. We do not have to furnish these bonds. (4) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (5) 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. (6) All costs taxed against the insured in the "suit". These payments will not reduce the limits of insurance. 3. If we defend you or any other insured against a 'suit" and an indemnitee of such 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 indemnitse seeks damages for which the insured has assumed the liability of the Indemnitee in a contract or agreement that is an "insured contract% b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured In the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" 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 indemnites; and f. The indemnitee: (f) Agrees in writing to: (a) Cooperate with you and us in the investigation, settlement or defense of the "suit"; (b) Immediately send you and 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 you and 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, (f) Attorneys fees incurred by you in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses Incurred by the indemnitee at your request will be bome by you as "claim expenses" until the 'self -insured retention" is exhausted; and (2) 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 bome by us as "claim expenses" by us after the "self -insured retention" has been exhausted. Notwithstanding the provisions of paragraph 2.b.(2) of Section I - Coverage A - Bodily Injury And Property Damage, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance; however, such payments will reduce the "self -insured retention" to the same extent that other "claim expenses" reduce the "self -insured retention." Your obligation to defend an insured's indemnitee and to pay for attorneys fees and necessary litigatian expenses as Supplementary Payments ends when you have used up the applicable "eslf- insured retention" in the payment of judgments, settlements, or "claim expenses"; or when the conditions set forth above, or the terms of the agreement described in paragraph f. above, are no longer met. Our obligation to defend you or any other insured's indemnitee and to pay for attomeys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. Risk MosgemedDWian ntviE &Apmov®ar. A+juAavA4 ® Risk Management Spetlalist Form EH 00 02 06 05 rage rr or 24 Form EH 00 02 06 05 rage rr or 24 SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Yourmembers, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. G A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other then a partnership, joint venture or limited liability company, you are an insured. Your "executive offcars" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. Atrust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers', (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers' are insureds for: (1) "Bodily injury" or 'personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co - "employee" while in the course of his or her employment or while performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business, Page 12 of 23 3. (b) Tothe spouse, child, parent, brother or sister of that co -"employee" or "voluntearworkern as a consequence of paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a)or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, or (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers', any partner or member (If you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or volunteer worker', or any organization while acting as your real estate manager. c. Temporary Custodians of Your Property Any person or organization having proper temporary custody of your property F you die, but only: (1) With respect to the liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die 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. Newly Acquired or Formed Organization Any organization you newly acquire or forth, other than a partnership, joint ---`--- -- company, and over which a , '�' Rls(e Manegenumt Division REVIE D6MPRW Sy. 4+ , Aav44 Risk Management Speoalist interest of more than 50% of the voting stock, 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 90th day after you acquire or form the organization or the end of the "policy period", whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. S. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization Is an insured with rasped to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft, or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. Form EH 00 02 06 05 G. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business; and only if this Coverage Part provides coverage for "bodily injury" or "properly damage" included within the "products - completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury' or "property damage" for which the vendor 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 that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging except when unpacked solely for the purpose of inspection demonstration, testing, or '(he substitution of parts under instructions from the manufacturer, and then repackaged in the original container, (a) Any failure to make such inspections. adjustments, vendor has Rielt MRwgnnort Dh i"lan ' SrBEVIEY/EO6/�PVRO MBr. ®' Risk Management Spetlakst 01 rage 1a tar&a normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f? Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor, or (h) "Bodily injury" or "property, damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in paragraphs (d) or (f); or (II) Such inspections adjustments or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any Insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury' or "properly damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors of Land or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. Page 14 of 23 With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury', "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, Including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included within the "products -completed operations haze rd"- Risk Management Division RwEWED&APP EDSY. ®, A-ju Aav44 ® Risk Management Speukist f. Any Other Party Any other person or organization who is not an insured under paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations, (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if; (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the .products -completed operations" hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "properly damage" or "personal and advertising injury' arising out of the rendering of, or failure to render, arty professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds under this provision is described in Section III - Limits Of Insurance. Such limits of Insurance apply only in excess of the "self -insured retention". No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III LIMITS OF INSURANCE 1. The Most We Will Pay Subject to item 1.a. of the Insuring Agreement, 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 The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard"; and b. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit 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. Personal and Advertising Injury Limit Subject to 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 and advertising Injury' sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for damages under Coverage A because of all "bodily Injury" and "properly damaga" arising out of any one "occurrence". 6. How Limits And Self Insured Retention Apply to Addltlonal Insureds If you have agreed in a contract or agreement that another person or organization be added as an insured on your policy: a. You are responsible for payment of any "self - insured retention" on behalf of such person or organization; and b. The most we will pay on behalf of such insured or any other insured endorsed to this Coverage Part Is the lesser of (1) The limits of insurance specified in the contract or agreement; or (2) The Limits of Insurance shown in the Declarations. Any amount we pay shall be in excess of the 'seti- insured retention" and is part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Covereas Part and the amount of the "self separately to each 'polict Rids M"nsgemenrD1* t REVJ vD&MPRwm By., ' Risk Management Speaalist Form EH 00 02 06 05 period" is extended after issuance for an additional period, such additional period will be deemed to be part of the "policy period" for purposes of determining the applicable Limits of Insurance and "self -insured retention". SECTION N COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Your bankruptcy or insolvency, or the bankruptcy of any other insured or of the insured's estate will not relieve: a. Us of our obligations under this Coverage Part, or b. You of your obligations to defend any claim or "suit' against you or any other insured. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice of Occurrence Or Offense You or any insured 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. Notice Of Claim Or Suit If a claim is made or "suit' is brought against any insured, you or any insured must: (1) Immediately record the specifics of the Bairn or "suit" and the date received; and (2) Notify us as soon as practicable if the claim or "suit" is likely to exceed the "self - Insured retention". You or any insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit" involving or likely to involve a sum in excess of the "self -insured retention"; (2) Authorize us to obtain records and other information; Page 16 of 23 (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; (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 or the "self -insured retention" may also apply; (5) Advise us of the name and address of defense counsel retained to represent the insured's interest with respect to the "self - insured retention". Further, if the claim or "suit", in our opinion, involves or is reasonably likely to involve payment by us under this Coverage Part, we shall require you or the insured against whom a Claim is made or'suit" is brought, to obtain our written consent regarding the selection of any defense counsel; (6) Furnish us the following information: (a) Quarterly loss runs identifying all open and paid claims and "claim expenses". Such loss runs shall be furnished until all claims and "claim expenses" are paid; (b) Complete Information on all claims reserved for 50% or more of the amount of the "self -insured retention". This information must be furnished within 30 days from the date such reserve is established; (c) Complete information on all claims (including multiple claims) arising out of an 'occurrence" or offense which might require payment in excess of the 'self -insured retention'. This information must be furnished within 30 days from the date such possibility first arises; (d) Complete information on any claim arising out of an "oocurence" or offense involving a minor child, or any of the following injuries: (i) Death, (II) Quadriplegia, (if!) Paraplegia, (hr) Brain Damage, (v) Loss of vision, (vi) Loss of Limb, or (vlf)Hospitalization for more than 30 days. This informe within 30 dr claim is first i r+ x®ki WW9ementDM910n REVIEWED&APPRO EDSY. (Rs1111d 1" Aavt- RMWmgementSpedalistlist ruFFF] Gn V V UA DD eD (7) Maintain adequate claim records and supporting data which document reserves for payment of claims, dates and amounts of any settlements, including specific identification of "claim expenses" incurred and paid. d. Acceptance Or Rejection of Settlement Within The "Self -Insured Retention" You, any insured as described in Section II - Who Is an Insured or any insured endorsed to this Coverage Part shall, as respects the "self - insured retention", exercise good faith in evaluating whether to accept or reject a settlement offer extended by a party making a claim. The failure to exercise such good faith by you, and any such insured will relieve us of any obligation to pay any sum in excess of the amount of the settlement that could have been accepted. s. Obligations At The Insureds Own Cost No insureds will, except at the insured's own cost, make or agree to any settlement for a sum In excess of the "self -insured retention" without our consent. If any insured makes a payment, assumes any obligation, or incurs any expense, other than for first aid, without our consent, such payment, obligation or expense will be at the insured's own cost. f. Insureds Other Insurance If wa cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an insured, such insured must submit such claim or "suit" to the other insurer for defense and indemnity. g. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any insured only when such "oocunence", offense, claim or "suit" is known to: (1) You or any Insured that Is an individual; (2) Any partner, if you or an insured Is a partnership; (3)Any manager, 'd you or any insured is a limited liability company; (4) Any "executive officer" or insurance manager, If you or an insured is a corporation; (5) Any trustee, 9 you or an insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Paragraph g. applies separately to you and any insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. Tojoin us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us under this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance This Insurance Is excess over any other Insurance, whether primary, excess, contingent or on any other basis, except when purchased specifically to apply in excess of this insurance. If 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: (1) The total amount that all such other insurance would pay for damages in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. S. Premium Audit a. We will compute all premiums for this Coverage Part In accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the "policy period" is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. S. Representations a. When YouAeeept This Policy By accepting this poll _ RIAMw4�„",fDWIon a (1) The statements ii REVIEWED&APPRO mft, accurate and cor 1 „o , of A -lip A ®Ruk Management Sped Mist Form EH 00 02 06 05 (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds g Except with respect to the Limits of Insurance, your responsibility under the "self -insured retention" and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. B. Transfer Of Rights Of Recovery Against Others To Us a. Transferof Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do noticing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. How Recoveries Shall Be Applied Recoveries shall be applied to reimburse: (1) First, any interest (including the Named Insured) that paid any amount in excess of our Limits of Insurance; (2) Second, us, along with any other insurers having a quota share interest at the same level; and (3) Third, such interests (including the Named Insured) of whom this insurance is excess. However, a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. c. Apportionment Among All Interests Reasonable expenses incurred In the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. Page 18 of 23 d. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown In the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. 10. Maintenance of Self -Insured Retention You shall do whatever is required, including provision of sufficient funds, to maintain the "self - insured retention" In full effect during the currency of this policy. If the "self -insured retention" becomes invalid, suspended, unenforceable or uncoliectable for any reason, including bankruptcy or insolvency, we shall be liable only to the extent we would have been had such "self -insured retention" remained in full effect. The first Named Insured shall give us written notice as soon as practicable of any change in the operating status of any "self -insured retention", or when the sum of all incurred losses and "claim expenses" equals or exceeds 70% of the "self - insured retention". 11.Appeals a. For amounts within the "self -insured retention": (1) If we or you with our consent, elect to appeal a judgment, then any resultant additional expenses, settlements or judgments to which this insurance applies shall reduce the amount of the "self - insured retention". We shall be liable for such additional expenses, settlements or judgments that are in excess of the "self - insured retention'. (2) If you or any insured, without our consent, elects to appeal a judgment, any resultant additional expenses, settlements or judgments shall not reduce the amount of the "sell -insured be liable for sw > ltiak ManagemottDiWafrnt 16-'A ED&APPROVm BY: A� ®' Risk Management SpeaAM expenses, settlements or judgments, whether or not they are in excess of the "self -insured retention". b. For amounts in excess of the "self -insured retention": (1) If you or any insured elects to appeal, and such appeal is with our consent, then we shall be liable for any additional expenses, settlements or judgments to which this policy applies. (2) If you or any insured elect to appeal, and such appeal is without our consent, then we shall not be liable for any additional expenses, settlements orjudgments. (3) If you or any insured elect not to appeal a judgment, then we may, at our option, make such appeal at our cost and expense, and we shall be liable for any additional expenses, settlements or judgments to which this policy applies. We will in no event be obligated to post or obtain any appeal bond, but we will pay for the cost of such a bond obtained by the insured on appeals we consent to, and taxable costs, disbursements and interest incidental thereto. SECTION V - DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper, or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An Interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Aircraft" includes but is not limited to heavier- than-air flying vehicles, helicopters, gliders, missiles or spacecraft. 4. "Aircraft products" means "aircraft" and any other goods or products manufactured, said, handled or distributed or services provided or recommended by the insured or by others trading under his or her name for use in the manufacture, repair, operation, maintenance or use of any "aircraft". "Alroraft products" Includes: a. Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "aircraft products"; and b. The providing of or failure to provide warnings or instructions. 5 "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the more presence of asbestos in any form. 6. "Auto" means a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 7. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, If arising out of the above, mental anguish or death at any time. III. "Claim expenses" means: a. All expenses incurred by or on behalf of you or any other insured with our written consent; and b. All expense Incurred by us on behalf of you or any other Insured, if we assume control of the defense pursuant to paragraph 1.c of the Insuring Agreement. But "claim expenses" include only those expenses incurred in the investigation or defense of claims or "suita". The following are not "claim expenses": (1) Claim fees paid to your or any other insured's claim servicing agency; (2) Any expenses associated with appeals made by you or any other insured without our consent for judgments or settlements, whether greater or lesser than the amount of the "self - insured retention"; (3) Salaries of your "employees", any other insured's "employees", and our "employees", except the costs and expenses of our staff defense counsel and legal assistants; or (4) Damages. 9. "Coverage territory" means: a. The United States of territories and posse, tv"I ntin"ga �nw� Canada; �riEVi DSAPPROVm BY: A+.4 A ®' Risk Management Speaalm Form EH 00 02 06 05 b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury' offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 10. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 11. "Employment -Related Practices" means: a. Refusal to employ a person; b. Termination of a person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at a person. 12. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 13. "Grounding" means: a. The withdrawal of one or more "aircraft" from flight operations; or b. The imposition of speed, passenger or load restrictions on such "aircraft" by reason of the existence of or alleged or suspected existence of any defect, fault or condition in such "aircraft" or any part thereof: (1) Sold, handled or distributed by the msured; or (2) Manufactured, assembled or processed by any other person or organization: (a) According to specifications, plans, suggestions, orders or drawings of the insured; or Page 20 of 23 (b) With tools, machinery or other equipment furnished to such persons or organizations by the insured; Whether such "aircraft" so withdrawn or restricted are owned or operated by the same or different person or organizations. 14. '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: a.The repair, replacement, adjustment or removal of 'your product" or"your work"; or b. Yourfulfilling the terns of the contract or agreement. 15. "Insured contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnity 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" or "property damage" to a third person or organization, provided the "bodily injury' or 'property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tart 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 indemnifes a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of env ralmad nronarty and affecting any m tracks, road -bed In crossing; Itiek Mrrirgematt. DiNsio" REVIEWeo6/lvaaov®BY: ®' A.-f ' Auvul" Risk Management Specialist roan Qn uo oa oo va (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 any injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (2) above and supervisory, inspection, architecture] or engineering activities. 18. "Leased worker" means a person leased to you by a labor leasing fine under an agreement between you and the labor leasing fine, to perform duties related to the conduct of your business. "Leased worker" does not include a'temporary worker". 17. "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". 18. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; a. Vehicles not described in 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 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, of at least 1,000 pounds gross vehicle weight, 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. 19. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 20. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or Imprisonment; b. Malicious prosecution; c. 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, committed by or on behalf of its owner, landlord or lessor, d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization'sgoods, --- -- ---- e. Oral, written or a . Fisk Mnugm ADMsbn malarial that violate '/ ■ c �.:_ �"D&nerR°"nar riv l�i111 i4.L, A Auua(o p ' ® Rnk Management Spedakst Form EH 00 02 06 05 f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 21. "Policy period" means the period beginning with the inception date shown in the Declarations and ending with the earlier of: a. The date of cancellation of this Coverage Part; or b. The expiration date shown in the Declarations. 22. "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. 23. '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: (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classificatlon, listed in the Declarations or in a policy schedule, states that products - completed operations are subject to the General Aggregate Limit, 24. "Property damage" means: (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. 25. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; Page 22 of 23 a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall 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 shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, calls, data processing devices or any other media which are used with electronically controlled equipment. "Self -insured retention" refers to the amount(s) set forth in the Declarations as such, and is defined below: a. As respects the All Coverages (including Products -Completed Operations) Aggregate Retention, "self -insured retention" means the amount you must pay as damages and "claim expenses" for all "personal and advertising injury" and all "occurrences" taking place during the "policy period"; b• Subject to a. above, as respects the Products - Completed Operations Aggregate Retention, "self -insured retention" means the amount you must pay as damages and "claim expenses" for all "occurrences" taking place during the "policy period" and arising out of the "products-oompleted operations hazard' c. Subject to a. above, as respects the General Aggregate Retention, "self -insured retention" means the amount you must pay as damages and "claim expensea" for all "personal and Rile MenagrnwitDrvbfon nEVIEWE�6APPRW®aV: el A,.� Auvelo ® Ruk Management Spedki,t Form cn vu 04 ea va advertising injury" and all "occurrences" arising out of other than the "products - completed operations hazard"; and d. Subject to b. or c. above, whichever applies, as respects the Personal and Advertising Injury Retention, or the Each Occurrence Retention, "self -insured retention" means the amount you must pay as damages and "claim expenses' for "personal and advertising injury', or any one "occurrence", respectively, before we will pay anything. You are responsible for payment of any sums in satisfaction of the "self -insured retention" regardless of whether you or any other insured is found legally liable for damages. Your obligation to pay the "selfminsured retention° shall apply fully and separately to each "policy period" shown in the Declarations and shall not be reduced by: a. The payment of any deductible amount, any participation of the insured or any amount retained by the insured under any other policy of Insurance for any other applicable "policy period"; b. Any payment made on your behalf by another, including any payment from any other applicable insurance; c. Any defense costs or damages to which this Insurance does not apply; or d. Any amount we pay pursuant to 1.b. of the Insuring Agreement, unless you reimburse us. However, if the "policy period" is extended after issuance for an additional period of less than 12 months, the additional period will be deemed part of the last preceding period for purposes of determining the applicable "self -insured retention". 26. 'Suir 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. Form EH 00 02 06 05 27. "Temporaryworker' 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. 26. " Voluntser worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 29. "Yourproducr: 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 said. 30. "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. RwItMvagemad.DhisI n REmerrm & ApmR m Bv: � A+•�:: Ac�w.�a Ruk Management SpeaAist 00 rage W' VT La THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WN C93100 Endorsement Number: Effective Date: 04/01/2024 Effective hour is the same as stated on the Declarations of the policy. Named Insured and Address: GRISWOLD INDUSTRIES AND SUBSIDIARIES 1701 PLACENTIA AVENUE COSTA MESA, CA 92627 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by-�» Au Form WC 04 03 06 Printed in U.S.A. Risk MaiugM9nLDhU1un RenenrD&APPROVEDRY: `1,�L111�1- A+� Awl ® R&Managemen[SpedAm (MMI A�® CERTIFICATE OF LIABILITY INSURANCE 7OT4 6/202 DIYYYY) 6/20 2 5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Risk&Insurance Services NAME: PHONE FAX 17901 Von Karman Avenue,Suite 1100 (A/C,No Ext: A/C,No): (949)399-5800;License#0437153 E-MAIL Irvine,CA 92614 ADDRESS: Attn:NewportBeach.CertRequest@marsh.com/F:212-948-4323 INSURER(S)AFFORDING COVERAGE NAIC# CN102166416-STND-GAWUP-25- INSURERA: Hartford Fire Insurance Company 19682 INSURED INSURER B: N/A N/A Griswold Industries,Cla-Val Company 1701 Placentia Avenue INSURER C: Twin City Fire Insurance Company 29459 Costa Mesa,CA 92627-4475 INSURER D: NIA N/A INSURER E: Hartford Fire Insurance Company 19682 INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002267646-39 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 ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 72ECSOFOBP5 04/01/2025 04/01/2026 EACH OCCURRENCE $ 1,000,000 RENTEDDAMAGE TO CLAIMS-MADE X� OCCUR FIR SES Ea occurre... $ 300,000 X $1,000,000 SIR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,N 000 OTHER: $ A AUTOMOBILE LIABILITY 72UENUM3154 04/01/2025 04/01/2026 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS ONLY L AUTOS ONLY Per accident) $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ E WORKERS COMPENSATION 72WNC931 00(CA) 04/01/2025 04/01/2026 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C YIN 72WEHO3564 AOS 04/01/2025 04/01/2026 1,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE ( ) E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Santa Ana,its officers,employees,agents,and representatives are included as additional insured(except workers'compensation)where required by written contract. Digitally signed TU Troll an Nguyen N APPROVED Nguyen Nguyen Dat 1:02-0.7'00' By Tu Tran Nguyen at 11:50 am,Apr 23,2025 11:51:02-0T00' CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Heidi Chou(M-85) THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 215 S.Center St. ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92703 AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 72ECSOFOBP5 ,fl ay COMMERCIAL GENERAL LIABILITY it COVERAGE FORM (EXCESS - BROAD FORM) Various provisions in this policy restrict coverage. "Claim expenses" and other defense Read the entire policy carefully to determine rights, expenses incurred subsequent to the duties and what is and what is not covered. exhaustion of the "self-insured retention" are Throughout this policy the words "you" and "your' payable by us, as provided in Supplementary refer to the Named Insured in the Declarations, and Payments. any other person or organization qualifying as a c. If the claim is within the amount of the "self- Named Insured under this policy.The words "we", "us" insured retention", then subject to subsection d. and "our" refer to the stock insurance company below, you shall have the duty to defend any member of The Hartford providing this insurance. "suit" brought against you or any insured The word "insured" means any person or organization seeking damages because of "bodily injury" or qualifying as such under Section II Who Is An "property damage" to which this insurance Insured. applies. Such duty shall continue until the Other words and phrases that appear in quotation "self-insured retention" has been exhausted marks have a special meaning. Refer to Section V- solely by your payment of "claim expenses" Definitions. and that portion of judgments or settlements to SECTION I -COVERAGES which this insurance would have applied in the absence of the "self-insured retention". COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY If, however, the amount you have paid on your 1. Insuring Agreement behalf or on behalf of any insured, for "claim expenses" or judgments and settlements for a a. We will pay those sums that you or any claim exceeds the amount of the "self-insured insured becomes legally obligated to pay as retention", then we shall have the right and damages because of "bodily injury" or duty to defend you or such insured against "property damage" to which this insurance such claim. Our right and duty to defend ends applies; but only to the extent that such when we have used up the Limits of Insurance "bodily injury" or "property damage" is in in the payment of judgments or settlements to excess of the "self-insured retention" that has which this Coverage Part applies. been exhausted solely by your payment of claim expenses and that portion of d. If the amount you have paid, on your behalf or judgments or settlements to which this on behalf of any insured, for"claim expenses" insurance would have applied in the absence and judgments or settlements for a claim does of the "self-insured retention". not exceed the amount of the "self-insured b. You are responsible for payment of expenses retention", we shall not be obligated to for any defense counsel selected by or on assume charge of, participate in, or pay for the investigation or defense of any claim or behalf of you or any insured, including "claim "suit". expenses", until the "self-insured retention" has been exhausted solely by your payment However, if such claim or "suit", in our of "claim expenses" and that portion of opinion, involves or is reasonably likely to judgments or settlements to which this involve payment by us under this Coverage insurance would have applied in the absence Part, we shall: of the "self-insured retention". (1) Require you or the insured against whom If we make a payment relating to the defense a claim is made or "suit" is brought, to counsel or defense of any claim against you obtain our written consent regarding the or any insured within the "self-insured selection of any defense counsel; retention", it will be on your behalf, and you (2) At our own expense, have the right but must reimburse us within seven business not the duty to investigate and to assign days of the date you receive notice that such counsel in addition to any defense payments have been made. Form EH 00 02 06 05 Page 1 of 23 (c) 2005, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) counsel assigned by or on behalf of you or sums or performs acts or services unless the insured. Such additional counsel shall explicitly provided for under have the right to participate in the Supplementary Payments - Coverages A investigation, defense or settlement of and B. any claim or"suit" on our behalf; and f. The amount we will pay for damages is limited (3) Have the right but not the duty to assume as described in Section III - Limits Of control of the defense, and we shall have Insurance. We have no other obligation to pay that right even if we have not elected to anything unless explicitly provided for under assign additional defense counsel. Supplementary Payments - Coverages A and If we assume control of the defense: B. (a) We shall have the right to select or g. This insurance applies to "bodily injury" and dismiss defense counsel for the "property damage" only if: purpose of continuing the defense of (1)The "bodily injury" or"property damage" is any "suit"; and caused by an "occurrence" that takes (b) You shall continue to pay, or place in the "coverage territory"; reimburse us for, any "claim (2) The "bodily injury" or"property damage" expenses" pursuant to the defense of occurs during the "policy period"; and you or any insured until the "self- (3) Prior to the "policy period", no insured insured retention" is exhausted. listed under Paragraph 1. of Section II - During the course of controlling the Who Is An Insured and no "employee" defense we shall have the right but not the authorized by you to give or receive duty to settle the claim or "suit" by paying notice of an "occurrence" or claim, knew all or part of the "self-insured retention" or that the "bodily injury" or "property Limits of Insurance. Such payment is on damage" had occurred, in whole or in part. your behalf, and you are responsible for If such a listed insured or authorized reimbursing us for payments of "employee" knew, prior to the "policy damages and "claim expenses" within period", that the "bodily injury" or the "self-insured retention" we have made, "property damage" occurred, then any within seven business days of the date continuation, change or resumption of you receive notice that such payments such "bodily injury" or "property damage" have been made. during or after the "policy period" will be deemed to have been known prior to the If we avail ourselves of the foregoing right(s), "policy period". you and any other insured, your and any other h. "Bodily injury" or"property damage"will be insured's claim servicing agency and we shall deemed to have been known to have cooperate in such investigation, defense or occurred at the earliest time when any insured settlement. listed under Paragraph 1. of Section II -Who Any right or opportunity we have exercised to Is An Insured or any "employee" authorized participate in or control the defense ends at by you to give or receive notice of an "occurrence" or claim: our discretion, but in all events ends when we have used up the limit of insurance in the (1) Reports all, or any part, of the "bodily payment of judgments or settlements to which injury" or"property damage"to us or any this Coverage Part applies. other insurer; e. In no event shall: (2) Receives a written or verbal demand or claim for damages because of the "bodily (1) The "self-insured retention" be reduced by injury" or"property damage"; or your or any insured's overhead, cost of investigation of claims by salaried (3) Becomes aware by any other means that "employees" or "employee"time; nor any "bodily injury" or"property damage" has expenses or appeals not incurred with our occurred or has begun to occur. written consent pursuant to the Duties In i. Damages because of"bodily injury" include The Event of Occurrence, Offense, Claim damages claimed by any person or or Suit Condition in Section IV or the organization for care, loss of services or death Appeals Condition in Section IV; or resulting at any time from the "bodily injury". (2)We have any obligation or liability to pay Page 2 of 23 Form EH 00 02 06 05 j. Incidental Medical Malpractice (b) Such attorney fees and litigation (1) "Bodily injury" arising out of the rendering expenses are for defense of that party of or failure to render professional health against a civil or alternative dispute care services as a physician, dentist, resolution proceeding in which nurse, emergency medical technician or damages to which this policy applies paramedic shall be deemed to be caused are alleged. by an "occurrence", but only if: c. Liquor Liability (a)The physician, dentist, nurse, "Bodily injury" or"property damage"for which emergency medical technician or any insured may be held liable by reason of: paramedic is employed by you to (1) Causing or contributing to the intoxication provide such services; and of any person; (b) You are not engaged in the business (2)The furnishing of alcoholic beverages to a or occupation of providing such person under the legal drinking age or services. under the influence of alcohol; or (2) For the purposes of determining the limits (3)Any statute, ordinance or regulation of insurance for incidental medical relating to the sale, gift, distribution or use malpractice, any act or omission together of alcoholic beverages. with all related acts or omissions in the This exclusion applies only if you are in the furnishing of these services to any one person will be considered one business of manufacturing, distributing, "occurrence". selling, serving or furnishing alcoholic 2. Exclusions beverages. This insurance does not apply to: d. Workers'Compensation And Similar Laws Any obligation of the insured under a worker's a. Expected Or Intended Injury compensation, disability benefits or "Bodily injury" or "property damage" expected unemployment compensation law or any or intended from the standpoint of the insured. similar law. This exclusion does not apply to "bodily injury" e. Employer's Liability or"property damage" resulting from the use of "Bodily injury"to: reasonable force to protect persons or property. (1)An "employee" of the insured arising out b. Contractual Liability of and in the course of: "Bodily injury" or "property damage" for which (a) Employment by the insured; or the insured is obligated to pay damages by (b) Performing duties related to the reason of the assumption of liability in a conduct of the insured's business; or contract or agreement. This exclusion does (2)The spouse, child, parent, brother or not apply to liability for damages: sister of that "employee" as a (1) That the insured would have in the consequence of Paragraph (1) above. absence of the contract or agreement; or This exclusion applies: (2)Assumed in a contract or agreement that (1) Whether the insured may be liable as an is an "insured contract", provided the employer or in any other capacity; and "bodily injury" or "property damage" occurs subsequent to the execution of the (2)To any obligation to share damages with contract or agreement. Solely for the or repay someone else who must pay purposes of liability assumed in an damages because of the injury. "insured contract", reasonable attorney This exclusion does not apply to liability fees and necessary litigation expenses assumed by the insured under an "insured incurred by or for a party other than an contract". insured are deemed to be damages f. Pollution because of "bodily injury" or "property damage", provided: (1) "Bodily injury" or "property damage" arising out of the actual, alleged or (a) Liability to such party for, or for the threatened discharge, dispersal, seepage, cost of, that party's defense has also migration, release or escape of been assumed in the same "insured "pollutants": contract"; and Form EH 00 02 06 05 Page 3 of 23 (a) At or from any premises, site or (2)Any loss, cost or expense arising out of location which is or was at any time any: owned or occupied by,or rented or (a) Request, demand, order or statutory loaned to, any insured; or regulatory requirement that any (b) At or from any premises, site or insured or others test for, monitor, location which is or was at any time clean up, remove, contain, treat, used by or for any insured or others detoxify or neutralize, or in any way for the handling, storage, disposal, respond to, or assess the effects of, processing or treatment of waste; "pollutants"; or (c) Which are or were at any time (b) Claim or suit by or on behalf of a transported, handled, stored, treated, governmental authority for damages disposed of, or processed as waste by because of testing for, monitoring, or for: cleaning up, removing, containing, (i)Any insured; or treating, detoxifying or neutralizing, or in any way responding to, or (ii)Any person or organization for whom you may be legally assessing the effects of, "pollutants". responsible; However,this paragraph does not apply to liability for damages because of (d) At or from any premises, site or property damage that the insured would location on which any insured or any have in the absence of such request, contractors or subcontractors working demand, order or statutory or regulatory directly or indirectly on any insured's requirement, or such claim or "suit" by or behalf are performing operations; or on behalf of a governmental authority. (e) To the extent that any such injury or g, Aircraft'Auto Or Watercraft damage is included in the "products- completed operations hazard". "Bodily injury" or "property damage" arising Solely to the extent "pollutants" are out of the ownership, maintenance, use or entrustment to others of any "aircraft", auto brought on or to the premises, site or or watercraft owned or operated by or rented location in connection with such or loaned to any insured. Use includes operations by such insured, contractor or operation and "loading or unloading". subcontractor; subparagraph (d) does not apply to bodily injury or property This exclusion applies even if the claims damage" arising out of the escape of against any insured allege negligence or other fuels, lubricants or other operating fluids wrongdoing in the supervision, hiring, which are needed to perform the normal employment, training or monitoring of others electrical, hydraulic or mechanical by that insured, if the "occurrence" which functions necessary for the operation of caused the "bodily injury" or "property "mobile equipment" or its parts, if such damage" involved the ownership, maintenance, use or entrustment to others of fuels, lubricants or other operating fluids any "aircraft", "auto" or watercraft that is escape from a vehicle part designed to hold, store or receive them. This owned or operated by or rented or loaned to exception does not apply if the "bodily any insured. injury" or "property damage" arises out of This exclusion does not apply to: the intentional discharge, dispersal or (1) Awatercraft while ashore on premises release of the fuels, lubricants or other you own or rent; operating fluids, or if such fuels, lubricants (2)A watercraft you do not own that is: or other operating fluids are brought on or to the premises, site or location with the (a) Less than 51 feet long; and intent that they be discharged, dispersed (b) Not being used to carry persons for a or released as part of the operations charge; being performed by such insured, (3) Parking an "auto" on, or on the ways next contractor or subcontractor. This to, premises you own or rent, provided the exception also does not apply if the "auto" is not owned by or rented or loaned operations are to test for, monitor, clean up, remove, contain, treat, detoxify or to you or the insured; neutralize, or in any way respond to, or (4) Liability assumed under any "insured access the effects of"pollutants". contract" for the ownership, maintenance or use of"aircraft" or watercraft; Page 4 of 23 Form EH 00 02 06 05 (5) "Bodily injury" or "property damage" subcontractors working directly or arising out of the operation of any of the indirectly on your behalf are performing equipment listed in Paragraph f.(2) or f.(3) operations, if the "property damage" of the definition of"mobile equipment"; or arises out of those operations; or (6) An "aircraft" that is not owned by any (6)That particular part of any property that insured and is hired, chartered or loaned must be restored, repaired or replaced with a paid crew. However, this exception because "your work" was incorrectly does not apply if the insured has any performed on it. other insurance for such "bodily injury" or Paragraph (2) of this exclusion does not apply "property damage", whether the other if the premises are "your work" and were insurance is primary, excess, contingent never occupied, rented or held for rental by or on any other basis. you. h. Mobile Equipment Paragraphs (3) and (4) of this exclusion do "Bodily injury" or"property damage" arising not apply to "property damage" arising from out of: the use of elevators. (1) The transportation of "mobile equipment" Paragraphs (3), (4), (5) and (6) of this by an "auto" owned or operated by or exclusion do not apply to liability assumed rented or loaned to any insured; or under a sidetrack agreement. (2) The use of"mobile equipment" in, or while Paragraphs (3) and (4) of this exclusion do in practice for, or while being prepared for, not apply to "property damage" to borrowed any prearranged racing, speed, equipment while not being used to perform demolition, or stunting activity. operations at the job site. i. War Paragraph (6) of this exclusion does not apply "Bodily injury" or"property damage", however to "property damage" included in the caused, arising directly or indirectly,out of: "products-completed operations hazard". (1)War, including undeclared or civil war; or k. Damage To Your Product (2) Warlike action by a military force, "Property damage"to "your product" arising including action in hindering or defending out of it or any part of it. against an actual or expected attack, by I. Damage To Your Work any government, sovereign or other "Property damage" to "your work" arising out authority using military personnel or other of it or any part of it and included in the agents; or "products-completed operations hazard". (3) Insurrection, rebellion, revolution, usurped This exclusion does not apply if the damaged power, or action taken by governmental work or the work out of which the damage authority in hindering or defending against arises was performed on your behalf by a any of these. subcontractor. j. Damage to Property m. Damage To Impaired Property Or Property "Property Damage"to: Not Physically Injured (1) Property you own, rent, or occupy, "Property damage" to "impaired property" or including any costs or expenses incurred property that has not been physically injured, by you, or any other person, for repair, arising out of: replacement, enhancement, restoration or (1) A defect, deficiency, inadequacy or maintenance of such property for any dangerous condition in "your product" or reason, including prevention of injury to a "your work"; or person or damage to another's property; (2) A delay or failure by you or anyone acting (2) Premises you sell, give away or abandon, on your behalf to perform a contractor if the "property damage" arises out of any agreement in accordance with its terms. part of those premises; (3) Property loaned to you; This exclusion does not apply to the loss of use of other property arising out of sudden and (4) Personal property in the care, custody or accidental physical injury to "your product" control of the insured; or "your work" after it has been put to its (5) That particular part of real property on intended use. which you or any contractors or Form EH 00 02 06 05 Page 5 of 23 n. Recall of Products, Work Or Impaired (a) May be awarded or incurred by Property reason of any claim or suit alleging Damages claimed for any loss, cost or actual or threatened injury or damage expense incurred by you or others for the loss of any nature or kind to persons or of use, withdrawal, recall, inspection, repair, property which would not have replacement, adjustment, removal or disposal occurred in whole or in part but for the of: "asbestos hazard"; (1) "Your product"; (b) Arise out of any request, demand, order or statutory or regulatory (2) "Yourwork"; or requirement that any insured or (3) "Impaired property"; others test for, monitor, clean up, if such product, work, or property is withdrawn remove, encapsulate, contain, treat, or recalled from the market or from use by any detoxify or neutralize or in any way person or organization because of a known or respond to or assess the effects of an suspected defect, deficiency, inadequacy or "asbestos hazard"; or dangerous condition in it. (c) Arise out of any claim or suit for o. Personal And Advertising Injury damages because of testing for, "Bodily injury" arising out of"personal and monitoring, cleaning up, removing, advertising injury". encapsulating, containing, treating, detoxifying or neutralizing or in any p. Electronic Data way responding to or assessing the Damages arising out of the loss of, loss of use effects of an "asbestos hazard". of, damage to, corruption of, inability to s. Distribution Of Material In Violation Of access, or inability to manipulate electronic Statutes data. "Bodily injury" or "property damage" arising As used in this exclusion, electronic data directly or indirectly out of any action or means information, facts or programs stored omission that violates or is alleged to violate: as or on, created or used on, or transmitted to or from computer software, including systems (1) The Telephone Consumer Protection Act and applications software, hard or floppy (TCPA), including any amendment of or disks, CD-ROMS, tapes, drives, cells, data addition to such law; or processing devices or any other media which (2) The CAN-SPAM Act of 2003, including are used with electronically controlled equipment. any amendment of or addition to such law; or q. Employment-Related Practices (3) Any Statute, ordinance or regulation, "Bodily injury"to: other than TCPA or CAN-SPAM Act of (1) A person arising out of any "employment 2003, that prohibits or limits the sending, related practices"; or transmitting, communicating or (2) The spouse, child, parent, brother or distribution of material or information. sister of that person as a consequence of t. Aircraft Products "bodily injury"to that person at whom any (1) "Bodily injury" or "property damage" "employment-related practices" are included in the "products - completed directed. operations hazard"and arising out of the This exclusion applies: design, manufacture, sale, handling or (1) Whether the insured may be liable as an distribution of "aircraft products", or employer or in any other capacity; and reliance upon any representation or (2)To any obligation to share damages with warranty made with respect thereto, or toany liability arising out of the "grounding" or repay someone else who must pay of any of or damages because of the injury. r. Asbestos (2) Liability assumed by you under any contract or agreement if such liability (1) "Bodily injury" or "property damage" arises out of "aircraft products" designed, arising out of the "asbestos hazard". manufactured, sold, handled or distributed (2)Any damages,judgments, settlements, by you or by others trading under your loss, costs or expenses that: name. Page 6 of 23 Form EH 00 02 06 05 COVERAGE B PERSONAL AND ADVERTISING Insurance in the payment of judgments or INJURY LIABILITY settlements to which this Coverage Part 1. Insuring Agreement applies. a. We will pay those sums that you or any d. If the amount you have paid, on your behalf or insured becomes legally obligated to pay as on behalf of any insured, for"claim expenses" damages because of "personal and and judgments or settlements for a claim does advertising injury" to which this insurance not exceed the amount of the "self-insured applies; but only to the extent that such retention", we shall not be obligated to "personal and advertising injury" is in excess assume charge of, participate in, or pay for of the "self-insured retention" that has been the investigation or defense of any claim or exhausted solely by the payment of "claim "suit". expenses" and that portion of judgments or However, if such claim or "suit", in our settlements to which this insurance would opinion, involves or is reasonably likely to have applied in the absence of the "self- involve payment by us under this Coverage insured retention". Part, we shall: b. You are responsible for payment of expenses (1) Require you or the insured against whom for any defense counsel selected by or on the claim is made or"suit" is brought, to behalf of you or any insured, including "claim obtain our written consent regarding the expenses", until the "self-insured retention" selection of any defense counsel; has been exhausted solely by the payment of (2) At our own expense, have the right but "claim expenses" and that portion of not the duty to investigate and to assign judgments or settlements to which this counsel in addition to any defense insurance would have applied in the absence counsel assigned by or on behalf of you of the "self-insured retention". or the insured. Such additional counsel If we make a payment relating to the defense shall have the right to participate in the counsel or defense of any claim against you investigation, defense or settlement of or any insured within the "self-insured any claim or"suit" on our behalf; and retention", it will be on your behalf, and you (3) Have the right but not the duty to assume must reimburse us within seven business control of the defense, and we shall have days of the date you receive notice that such that right even if we have not elected to payments have been made. assign additional defense counsel. "Claim expenses" and other defense If we assume control of the defense: expenses incurred subsequent to the exhaustion of the "self-insured retention" are (a)We shall have the right select or payable by us, as provided in Supplementary dismiss defense counsel for the Payments. purpose of continuing the defense of any"suit"; and c. If the claim is within the amount of the "self- insured retention", then subject to subsection (b) You shall continue to pay, or d. below, you shall have the duty to defend reimburse us for, any "claim any "suit" brought against you or any insured expenses" pursuant to the defense of seeking damages because of"personal and you or any insured. advertising injury" to which this insurance During the course of controlling the applies. Such duty shall continue until the defense we shall have the right but not the "self-insured retention" has been exhausted duty to settle the claim or "suit" by paying solely by the payment of "claim expenses" all or part of the "self-insured retention" or and that portion of judgments or settlements Limits of Insurance. Such payment is on to which this insurance would have applied in your behalf, and you are responsible for the absence of the "self-insured retention". reimbursing us for payments of damages and "claim expenses"within If, however the amount you have paid on your the "self-insured retention" we have made behalf or on behalf of any insured, for "claim expenses" or judgments and settlements for a within seven business days of the date claim exceeds the amount of the "self-insured you receive notice that such payments retention", then we shall have the right and have been made. duty to defend you or such insured against If we avail ourselves of the foregoing right(s), such claim. Our right and duty to defend ends you and any other insured, your and any other when we have used up the Limits of Form EH 00 02 06 05 Page 7 of 23 insured's claim servicing agency and we shall d. Criminal Acts cooperate in such investigation, defense or "Personal and advertising injury" arising out of settlement. a criminal act committed by or at the direction Any right or opportunity we have exercised to of the insured. participate in or control the defense ends at e. Contractual Liability our discretion, but in all events ends when we have used up the limit of insurance in the "Personal and advertising injury" for which the payment of judgments or settlements to which insured has assumed liability in a contract or this Coverage Part applies. agreement. This exclusion does not apply to liability for damages that the insured would e. In no event shall: have in the absence of the contract or (1) The "self-insured retention"be reduced by agreement. your or any insured's overhead, cost f. Breach Of Contract of investigation of claim by salaried "Personal and advertising injury" arising out of "employees", or"employee"time; nor any expenses or appeals not incurred with our a breach of contract, except an implied written consent pursuant to the Duties In contract to use another's "advertising idea" in The Event of Occurrence, Offense, Claim your"advertisement". or Suit Condition in Section IV or the g. Quality Or Performance Of Goods -Failure Appeals Condition in Section IV; or To Conform To Statements (2) We have any obligation or liability to pay "Personal and advertising injury" arising out of sums or performs acts or services unless the failure of goods, products or services to explicitly provided for under conform with any statement of quality or Supplementary Payments - Coverages A performance made in your"advertisement". and B. h. Wrong Description Of Prices f. The amount we will pay for damages is limited "Personal and advertising injury" arising out of as described in Section III - Limits Of the wrong description of the price of goods, Insurance. We have no other obligation to pay products or services. anything unless explicitly provided for under i. Infringement Of Intellectual Property Supplementary Payments- Coverages A and Rights B. g. This insurance applies to "personal and "Personal and advertising injury" arising out of advertising injury" caused by an offense any such violation copyright intellectual trademarkproperty rights trade arising out of your business but only if the offense was committed in the "coverage name, trade secret, service mark or other territory"during the "policy period". designation of origin or authenticity. 2. Exclusions However,this exclusion does not apply to This insurance does not apply to: infringement, in your"advertisement", of: a. Knowing Violation Of Rights Of Another (1) Copyright; (2) Slogan, unless the slogan is also a "Personal and advertising injury" arising out of trademark, trade name, service mark or an offense committed by, at the direction or other designation of origin or authenticity; with the consent or acquiescence of the or insured with the expectation of inflicting (3)Title of any literary or artistic work. "personal and advertising injury". b. Material Published With Knowledge Of j• Insureds In Media And Internet Type Falsity Businesses "Personal and advertising injury" arising out of "Personal and advertising injury" committed oral, written or electronic publication of by an insured whose business is: material, if done by or at the direction of the (1)Advertising, broadcasting, publishing or insured with knowledge of its falsity. telecasting; c. Material Published Prior To Policy Period (2) Designing or determining content of web "Personal and advertising injury" arising out of sites for others; or oral, written or electronic publication of (3) An Internet search, access, content or material whose first publication took place service provider. before the beginning of the "policy period". However,this exclusion does not apply to Paragraphs 20.a., b. and c. of"personal and Page 8 of 23 Form EH 00 02 06 05 advertising injury" under the Definitions p. Internet Advertisements And Content Of Section. Others For the purposes of this exclusion, placing an "Personal and advertising injury" arising out "advertisement"for or linking to others on your of: website, by itself, is not considered the (1)An "advertisement" for others on your business of advertising, broadcasting, website; publishing or telecasting. (2) Placing a link to a website of others on k. Electronic Chatrooms Or Bulletin Boards your website; Personal and advertising injury arising out of an electronic chatroom or bulletin board the (3) Content, including information, sounds, text, graphics, or images from a website insured hosts, owns, or over which the of others displayed within a frame or insured exercises control. border on your website; or I. Unauthorized Use Of Another's Name Or Product (4) Computer code, software or programming used to enable; Personal and advertising injury arising out of the unauthorized use of another's name or (a)Yourwebsite; or product in your e-mail address, domain name (b) The presentation or functionality of an or metatag, or any other similar tactics to "advertisement" or other content on mislead another's potential customers. your website. m. Pollution q. Right Of Privacy Created By Statute "Personal and advertising injury" arising out of "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, the violation of a person's right of privacy dispersal, seepage, migration, release or created by any state or federal act. escape of"pollutants" at any time. However, this exclusion does not apply to n. Pollution-Related liability for damages that the insured would have in the absence of such state or federal Any loss, cost or expense arising out of any: act. (1) Request, demand, order or statutory or r. Violation Of Anti-Trust law regulatory requirement that any insured or others test for, monitor, clean up, remove, "Personal and advertising injury" arising out of contain, treat, detoxify or neutralize, or in a violation of any anti-trust law. any way respond to, or assess the effects s. Securities of, "pollutants"; or "Personal and advertising injury" arising out of (2) Claim or suit by or on behalf of a the fluctuation in price or value of any stocks, governmental authority for damages bonds or other securities. because of testing for, monitoring, It. Discrimination cleaning up, removing, containing, treating, detoxifying or neutralizing, or in "Personal and advertising injury" arising out of any way responding to, or assessing the discrimination. effects of, "pollutants". u. Employment-Related Practices o. War "Personal and advertising injury"to: "Personal and advertising injury", however (1) A person arising out of any "employment caused, arising directly or indirectly out of: related practices"; or (1)War, including undeclared or civil war; (2) The spouse, child, parent, brother or (2) Warlike action by a military force, sister of that person as a consequence of "personal and advertising injury" to that including action in hindering or defending against an actual or expected attack, by person at whom any "employment-related any government, sovereign or other practices" are directed. authority using military personnel or other This exclusion applies: agents; or (1) Whether the insured may be liable as an (3) Insurrection, rebellion, revolution, usurped employer or in any other capacity; and power, or action taken by governmental (2) To any obligation to share damages with authority in hindering or defending against or repay someone else who must pay any of these. damages because of the injury. Form EH 00 02 06 05 Page 9 of 23 v. Asbestos retention", at our sole discretion and direction. (1) "Personal and advertising injury" arising If we pay such expenses, you must reimburse out of the "asbestos hazard". us for all such expenses within seven (2)Any damages, judgments, settlements, business days of the date you receive loss, costs or expenses that: notification that such payment has been made. (a) May be awarded or incurred by b. Prejudgment interest awarded against you or reason of any claim or suit alleging any insured on that portion of the judgment or actual or threatened injury or damage settlement that is within or equal to the of any nature or kind to persons or amount of the "self-insured retention". Your property which would not have payment will be in the ratio that your liability occurred in whole or in part but for the for the judgment rendered or settlement made "asbestos hazard"; bears to the whole amount of such judgment (b) Arise out of any request, demand, or settlement. order or statutory or regulatory c. Interest on that portion of a judgment or requirement that any insured test for, monitor, clean up, remove, settlement that accrues after entry of the encapsulate, contain, treat, detoxify or judgment and before you have paid, offered to neutralize or in any way respond to or pay, or deposited in court the part of the assess the effects of an "asbestos judgment that is within or equal to the amount hazard"; or of the "self-insured retention". Your payment will be in the ratio that your liability for the (c) Arise out of any claim or suit for judgment rendered or settlement made bears damages because of testing for, to the whole amount of such judgment or monitoring, cleaning up, removing, settlement. encapsulating, containing, treating, Paragraphs b. and c. above will not reduce the detoxifying or neutralizing or in any amount of the applicable "self-insured retention". way responding to or assessing the effects of an "asbestos hazard". 2. We will pay: w. Distribution Of Material In Violation Of a. With respect to any claim you investigate or Statutes settle, or any "suit" against you or any other insured you have a duty to defend, all "claim Personal and advertising injury arising expenses" in excess of the "self-insured directly or indirectly out of any action or retention". omission that violates or is alleged to violate: We will pay all "claim expenses"we incur if we (1) The Telephone Consumer Protection Act have elected to associate with the defense (TCPA), including any amendment of or counsel assigned by or on behalf of you or any addition to such law; other insured, whether within or in excess of (2) The CAN-SPAM Act of 2003, including the "self-insured retention". any amendment of or addition to such b. The following in the ratio that our liability for law; or the judgment rendered or settlement made (3) Any Statute, ordinance or regulation, bears to the whole amount of such judgment other than TCPA or CAN-SPAM Act of or settlement: 2003, that prohibits or limits the sending, (1) Prejudgment interest awarded against transmitting, communicating or you or any other insured on that portion of distribution of material or information the judgment or settlement we pay that is SUPPLEMENTARY PAYMENTS-COVERAGES A in excess of the amount of the "self- AND B insured retention". 1. You will pay: (2) Interest on that portion of a judgment or a. With respect to any claim or"suit" against you settlement that accrues after entry of the or any other insured that you have a duty to judgment and before you have paid, defend, all "claim expenses" you incur, within offered to pay, or deposited in court the the amount of the "self-insured retention". part of the judgment that is in excess of Even if we elect to assume control of the the amount of the "self-insured retention". defense, you will continue to pay such (3) Up to $1,000 for the cost of bail bonds expenses, or reimburse us for such expenses required because of accidents or traffic within the amount of the "self-insured law violations arising out of the use of any vehicle to which the Bodily Injury Liability Page 10 of 23 Form EH 00 02 06 05 Coverage applies. We do not have to (d) Cooperate with you and us with furnish these bonds. respect to coordinating other (4) The cost of appeal bonds or bonds to applicable insurance available to the release attachments, but only for bond indemnitee; and amounts within the applicable limit of (2) Provides us with written authorization to: insurance. We do not have to furnish (a) Obtain records and other information these bonds. related to the "suit"; and (5) All reasonable expenses incurred by the (b) Conduct and control the defense of insured at our request to assist us in the the indemnitee in such "suit". investigation or defense of the claim or "suit", including actual loss of earnings up So long as the above conditions are met, to $500 a day because of time off from (1)Attorneys fees incurred by you in the defense work. of that indemnitee, necessary litigation (6)All costs taxed against the insured in the expenses incurred by us and necessary "suit". litigation expenses incurred by the indemnitee at your request will be borne by you as "claim These payments will not reduce the limits of expenses" until the "self-insured retention" is insurance. exhausted; and 3. If we defend you or any other insured against a (2)Attorneys fees incurred by us in the defense "suit" and an indemnitee of such insured is also of that indemnitee, necessary litigation named as a party to the "suit", we will defend that expenses incurred by us and necessary indemnitee if all of the following conditions are met: litigation expenses incurred by the indemnitee at our request will be borne by us as "claim a. The "suit" against the indemnitee seeks expenses" by us after the "self-insured damages for which the insured has assumed retention" has been exhausted. the liability of the indemnitee in a contract or Notwithstanding the provisions of paragraph agreement that is an "insured contract"; 2.b.(2) of Section I - Coverage A - Bodily Injury b. This insurance applies to such liability And Property Damage, such payments will not be assumed by the insured; deemed to be damages for "bodily injury" and c. The obligation to defend, or the cost of the "property damage" and will not reduce the limits of defense of, that indemnitee, has also been insurance; however, such payments will reduce assumed by the insured in the same "insured the "self-insured retention"to the same extent that contract"; other"claim expenses" reduce the "self-insured d. The allegations in the "suit" and the retention." information we know about the "occurrence" Your obligation to defend an insured's indemnitee are such that no conflict appears to exist and to pay for attorneys fees and necessary between the interests of the insured and the litigation expenses as Supplementary Payments interests of the indemnitee; ends when you have used up the applicable "self- insured retention" in the payment of judgments, e. The indemnitee and the insured ask us to settlements, or "claim expenses"; or when the conduct and control the defense of that conditions set forth above, or the terms of the indemnitee against such "suit" and agree that agreement described in paragraph f. above, are we can assign the same counsel to defend the no longer met. insured and the indemnitee; and Our obligation to defend you or any other f. The indemnitee: insured's indemnitee and to pay for attorneys'fees (1)Agrees in writing to: and necessary litigation expenses as (a) Cooperate with you and us in the Supplementary Payments ends when: investigation, settlement or defense of a. We have used up the applicable limit of the "suit"; insurance in the payment of judgments or (b) Immediately send you and us copies settlements; or of any demands, notices, summonses b. The conditions set forth above, or the terms of or legal papers received in connection the agreement described in Paragraph f. with the "suit"; above, are no longer met. (c) Notify any other insurer whose coverage is available to the indemnitee; and Form EH 00 02 06 05 Page 11 of 23 SECTION II -WHO IS AN INSURED (b) To the spouse, child, parent, brother or sister of that co-"employee" or 1. If you are designated in the Declarations as: "volunteer worker" as a consequence a. An individual, you and your spouse are of paragraph (1)(a) above; insureds, but only with respect to the conduct (c) For which there is any obligation to of a business of which you are the sole owner. share damages with or repay b. A partnership orjoint venture, you are an someone else who must pay insured. Your members, your partners, and damages because of the injury their spouses are also insureds, but only with described in paragraphs (1)(a) or respect to the conduct of your business. (1)(b) above; or c. A limited liability company, you are an (d)Arising out of his or her providing or insured. Your members are also insureds, but failing to provide professional health only with respect to the conduct of your care services. business. Your managers are insureds, but only with respect to their duties as your If you are not in the business of providing managers. professional health care services, d. An organization other than a partnership,joint paragraph (d) does not apply to any nurse, emergency medical technician or venture or limited liability company, you are an paramedic employed by you to provide insured. Your "executive officers" and such services. directors are insureds, but only with respect to their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with (a) Owned, occupied or used by,or respect to their liability as stockholders. (b) Rented to, in the care, custody or e. Atrust, you are an insured. Yourtrustees are control of, or over which physical also insureds, but only with respect to their control is being exercised for any duties as trustees. purpose by 2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you are a partnership or joint venture), or any Your "volunteer workers" only while member (if you are a limited liability performing duties related to the conduct of your business, or your "employees", other company). than either your"executive officers", (if you are b. Real Estate Manager an organization other than a partnership, joint Any person (other than your"employee" or venture or limited liability company) or your "volunteer worker'), or any organization while managers (if you are a limited liability acting as your real estate manager. company), but only for acts within the scope of c. Temporary Custodians of Your Property their employment by you or while performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers" are insureds for: (1)With respect to the liability arising out of (1) "Bodily injury" or "personal and the maintenance or use of that property; advertising injury": and (2) Until your legal representative has been (a) To you, to your partners or members appointed. (if you are a partnership or joint venture), to your members (if you are d. Legal Representative If You Die a limited liability company), or to a co- Your legal representative if you die, but only "employee"while in the course of his with respect to duties as such. That or her employment or while representative will have all your rights and performing duties related to the duties under this Coverage Part. conduct of your business, or to your 3. Newly Acquired or Formed Organization other "volunteer workers" while Any organization you newly acquire or form, other performing duties related to the than a partnership, joint venture or limited liability conduct of your business; company, and over which you maintain financial Page 12 of 23 Form EH 00 02 06 05 interest of more than 50% of the voting stock, will 6. Additional Insureds When Required By Written qualify as a Named Insured if there is no other Contract, Written Agreement Or Permit similar insurance available to that organization. The following person(s) or organization(s) are an However: additional insured when you have agreed, in a a. Coverage under this provision is afforded only written contract, written agreement or because of until the 90th day after you acquire or form the a permit issued by a state or political subdivision, organization or the end of the "policy period", that such person or organization be added as an whichever is earlier; additional insured on your policy, provided the b. Coverage A does not apply to "bodily injury" or injury or damage occurs subsequent to the "property damage" that occurred before execution of the contract agreement. you acquired or formed the organization; and A person or organization is an additional insured c. Coverage B does not apply to "personal and under this provision only for that period of time advertising injury" arising out of an offense required by the contract or agreement. committed before you acquired or formed the However, no such person or organization is an organization. insured under this provision if such person or 4. Mobile Equipment organization is included as an insured by an With respect to "mobile equipment" registered in endorsement issued by us and made part of this your name under any motor vehicle registration Coverage Part. law, any person is an insured while driving such a. Vendors equipment along a public highway with your Any person(s) or organization(s) (referred to permission. Any other person or organization below as vendor), but only with respect to responsible for the conduct of such person is also "bodily injury" or"property damage" arising out an insured, but only with respect to liability arising of"your products"which are distributed or sold out of the operation of the equipment, and only if in the regular course of the vendor's business; no other insurance of any kind is available to that and only if this Coverage Part provides person or organization for this liability. However, coverage for "bodily injury" or "property no person or organization is an insured with damage" included within the "products- respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the (1)The insurance afforded the vendor is person driving the equipment; or subject to the following additional b. "Property damage"to property owned by, exclusions: rented to, in the charge of or occupied by you This insurance does not apply to: or the employer of any person who is an (a) "Bodily injury" or "property damage" insured under this provision. for which the vendor is obligated to 5. Nonowned Watercraft pay damages by reason of the With respect to watercraft you do not own that is assumption of liability in a contract or less than 51 feet long and is not being used to agreement. This exclusion does not carry persons for a charge, any person is an apply to liability for damages that the insured while operating such watercraft with your vendor would have in the absence of permission. Any other person or organization the contract or agreement; responsible for the conduct of such person is also (b)Any express warranty unauthorized an insured, but only with respect to liability arising by you; out of the operation of the watercraft, and only if (c) Any physical or chemical change in no other insurance of any kind is available to that the product made intentionally by the person or organization for this liability. vendor; However, no person or organization is an insured with respect to: (d) Repackaging except when unpacked solely for the purpose of inspection, a. "Bodily injury" to a co-"employee" of the demonstration, testing, or the person operating the watercraft; or substitution of parts under instructions b. "Property damage"to property owned by, from the manufacturer, and then rented to, in the charge of or occupied by you repackaged in the original container; or the employer of any person who is an (e)Any failure to make such inspections, insured under this provision. adjustments, tests or servicing as the vendor has agreed to make or Form EH 00 02 06 05 Page 13 of 23 normally undertakes to make in the With respect to the insurance afforded these usual course of business, in additional insureds, the following additional connection with the distribution or exclusions apply: sale of the products; This insurance does not apply to: (f) Demonstration, installation, servicing (1)Any "occurrence"which takes place after or repair operations, except such you cease to lease that land; or operations performed at the vendor's premises in connection with the sale (2) Structural alterations, new construction or of the product; demolition operations performed by or on behalf of such person or organization. (g) Products which, after distribution or sale by you, have been labeled or d. Architects, Engineers or Surveyors relabeled or used as a container, part Any architect, engineer, or surveyor, but only or ingredient of any other thing or with respect to liability for "bodily injury", substance by or for the vendor; or "property damage" or "personal and (h) "Bodily injury" or "property damage" advertising injury" caused, in whole or in part, arising out of the sole negligence of by your acts or omissions or the acts or the vendor for its own acts or omissions of those acting on your behalf: omissions or those of its employees (1) In connection with your premises; or or anyone else acting on its behalf. (2) In the performance of your ongoing However, this exclusion does not operations performed by you or on your apply to: behalf. (i) The exceptions contained in With respect to the insurance afforded these paragraphs (d) or(f); or additional insureds, the following additional (ii) Such inspections adjustments or exclusions apply: servicing as the vendor has This insurance does not apply to "bodily agreed to make or normally injury", "property damage" or "personal and undertakes to make in the usual advertising injury" arising out of the rendering course of business, in connection of or the failure to render any professional with the distribution or sale of the services by or for you, including: products. 1. The preparing, approving, or failing to (2) This insurance does not apply to any prepare or approve, maps, shop insured person or organization, from drawings, opinions, reports, surveys, field whom you have acquired such products, orders, change orders or drawings and or any ingredient, part or container, specifications; or entering into, accompanying or containing such products. 2. Supervisory, inspection, architectural or engineering activities. b. Lessors of Equipment e. Permits issued By State or (1) Any person or organization from whom Political Subdivisions you lease equipment; but only with Any state or political subdivision, but only with respect to their liability for"bodily injury" or "property damage" or "personal and respect to operations performed by you or on advertising injury" caused, in whole or in your behalf for which the state or political part, by your maintenance, operation or subdivision has issued a permit. use of equipment leased to you by such With respect to the insurance afforded these person or organization. additional insureds, this insurance does not (2) With respect to the insurance afforded to apply to: these additional insureds, this insurance (1) "Bodily injury", "property damage" or does not apply to any "occurrence" which "personal and advertising injury" arising takes place after the equipment lease out of operations performed for the state expires. or municipality; or c. Lessors of Land or Premises (2) "Bodily injury" or "property damage" Any person or organization from whom you included within the "products-completed lease land or premises, but only with respect operations hazard". to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. Page 14 of 23 Form EH 00 02 06 05 f. Any Other Party b. Claims made or"suits" brought; or Any other person or organization who is not an c. Persons or organizations making claims or insured under paragraphs a. through e. bringing "suits". above, but only with respect to liability for 2. The General Aggregate Limit "bodily injury", "property damage" or "personal The General Aggregate Limit is the most we will and advertising injury" caused, in whole or in pay for the sum of: part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. Damages under Coverage A, except damages because of "bodily injury" or (1) In the performance of your ongoing "property damage" included in the "products- operations, completed operations hazard"; and (2) In connection with your premises owned by or rented to you; or b. Damages under Coverage B. (3) In connection with "your work" and 3. Products-Completed Operations Aggregate included within the "products-completed Limit operations hazard", but only if; The Products-Completed Operations Aggregate (a)The written contract or agreement Limit is the most we will pay under Coverage A for requires you to provide such damages because of"bodily injury" and "property coverage to such additional insured; damage" included in the "products-completed and operations hazard". (b) This Coverage Part provides 4. Personal and Advertising Injury Limit coverage for "bodily injury" or Subject to 2. above, the Personal and Advertising "property damage" included within the Injury Limit is the most we will pay under "products-completed operations" Coverage B for the sum of all damages because hazard". of all "personal and advertising injury" sustained With respect to the insurance afforded to by any one person or organization. these additional insureds, this insurance does 5. Each Occurrence Limit not apply to: Subject to 2. or 3. above, whichever applies, the "Bodily injury", "property damage" or Each Occurrence Limit is the most we will pay for "personal and advertising injury" arising out of damages under Coverage A because of all "bodily the rendering of, or failure to render, any injury" and "property damage" arising out of any professional architectural, engineering or one "occurrence". surveying services, including: 6. How Limits And Self Insured Retention Apply (1) The preparing, approving, or failing to to Additional Insureds prepare or approve, maps, shop If you have agreed in a contract or agreement that drawings, opinions, reports, surveys, field another person or organization be added as an orders, change orders or drawings and insured on your policy: specifications; or a. You are responsible for payment of any "self- (2) Supervisory, inspection, architectural or insured retention" on behalf of such person or engineering activities. organization; and The limits of insurance that apply to additional b. The most we will pay on behalf of such insureds under this provision is described in insured or any other insured endorsed to this Section III - Limits Of Insurance. Such limits of Coverage Part is the lesser of: insurance apply only in excess of the "self-insured (1) The limits of insurance specified in the retention". contract or agreement; or No person or organization is an insured with respect to (2) The Limits of Insurance shown in the the conduct of any current or past partnership, joint venture or limited liability company that is not shown Declarations. as a Named Insured in the Declarations. Any amount we pay shall be in excess of the "self- SECTION III LIMITS OF INSURANCE insured retention" and is part of and not in addition to the Limits of Insurance shown in the 1. The Most We Will Pay Declarations and described in this Section. Subject to item 1.a. of the Insuring Agreement, The Limits of Insurance of this Coverage Part and the Limits of Insurance shown in the Declarations the amount of the "self-insured retention" apply and the rules below fix the most we will pay separately to each "policy period". If the "policy regardless of the number of: a. Insureds; Form EH 00 02 06 05 Page 15 of 23 period" is extended after issuance for an (3) Cooperate with us in the investigation or additional period, such additional period will be settlement of the claim or defense against deemed to be part of the "policy period" for the "suit"; purposes of determining the applicable Limits of (4) Assist us, upon our request, in the Insurance and "self-insured retention". enforcement of any right against any SECTION IV COMMERCIAL GENERAL LIABILITY person or organization which may be CONDITIONS liable to the insured because of injury or 1. Bankruptcy damage to which this insurance or the Your bankruptcy or insolvency, or the bankruptcy "self-insured retention" may also apply; of any other insured or of the insured's estate will (5) Advise us of the name and address of not relieve: defense counsel retained to represent the insured's interest with respect to the "self- insured retention". Further, if the claim or Part, or "suit", in our opinion, involves or is b. You of your obligations to defend any claim or reasonably likely to involve payment by us "suit" against you or any other insured. under this Coverage Part, we shall require 2. Duties In The Event Of Occurrence, Offense, you or the insured against whom a claim Claim Or Suit is made or"suit" is brought, to obtain our a. Notice of Occurrence Or Offense written consent regarding the selection of any defense counsel; You or any insured must see to it that we are (6) Furnish us the following information: notified as soon as practicable of an "occurrence" or an offense which may result in (a) Quarterly loss runs identifying all a claim. To the extent possible, notice should open and paid claims and "claim include: expenses". Such loss runs shall be (1) How,when and where the "occurrence" or furnished until all claims and "claim expenses" are paid; offense took place; (2)The names and addresses of any injured (b) Complete information on all claims reserved for 50% or more of the persons and witnesses; and amount of the "self-insured retention". (3)The nature and location of any injury or This information must be furnished damage arising out of the "occurrence" or within 30 days from the date such offense. reserve is established; b. Notice Of Claim Or Suit (c) Complete information on all claims If a claim is made or"suit" is brought against (including multiple claims) arising out any insured, you or any insured must: of an "occurrence" or offense which might require payment in excess of (1) Immediately record the specifics of the the "self-insured retention". This claim or"suit" and the date received; and information must be furnished within (2) Notify us as soon as practicable if the 30 days from the date such possibility claim or "suit" is likely to exceed the "self- first arises; insured retention". (d) Complete information on any claim You or any insured must see to it that we arising out of an "occurrence" or receive written notice of the claim or "suit" as offense involving a minor child, or any soon as practicable. of the following injuries: c. Assistance And Cooperation Of The (i) Death, Insured (ii) Quadriplegia, You and any other involved insured must: (iii) Paraplegia, (1) Immediately send us copies of any demands, notices, summonses or legal (iv) Brain Damage, papers received in connection with the (v) Loss of Vision, claim or "suit" involving or likely to involve (vi) Loss of Limb, or a sum in excess of the "self-insured (vii)Hospitalization for more than 30 retention"; days. (2)Authorize us to obtain records and other This information must be furnished information; within 30 days from the date such claim is first made; and Page 16 of 23 Form EH 00 02 06 05 (7) Maintain adequate claim records and 3. Legal Action Against Us supporting data which document reserves No person or organization has a right under this for payment of claims, dates and amounts Coverage Part: of any settlements, including specific identification of "claim expenses" incurred a. Tojoin us as a party or otherwise bring us into and paid. a "suit" asking for damages from an insured; d. Acceptance Or Rejection of Settlement or Within The "Self-Insured Retention" b. To sue us under this Coverage Part unless all You,any insured as described in Section II - of its terms have been fully complied with. Who Is an Insured or any insured endorsed to A person or organization may sue us to recover this Coverage Part shall, as respects the "self- on an agreed settlement or on a final judgment insured retention", exercise good faith in against an insured; but we will not be liable for evaluating whether to accept or reject a damages that are not payable under the terms of settlement offer extended by a party making a this Coverage Part or that are in excess of the claim. The failure to exercise such good faith applicable limit of insurance. An agreed by you, and any such insured will relieve us of settlement means a settlement and release of any obligation to pay any sum in excess of the liability signed by us, the insured and the claimant amount of the settlement that could have or the claimant's legal representative. been accepted. 4. Other Insurance e. Obligations At The Insureds Own Cost This insurance is excess over any other No insureds will, except at the insured's own insurance, whether primary, excess, contingent or cost, make or agree to any settlement for a on any other basis, except when purchased sum in excess of the "self-insured retention" specifically to apply in excess of this insurance. without our consent. If this insurance is excess over other insurance, If any insured makes a payment, assumes we will pay only our share of the amount of the any obligation, or incurs any expense, other loss, if any,that exceeds the sum of: than for first aid, without our consent, such (1) The total amount that all such other insurance payment, obligation or expense will be at the would pay for damages in the absence of this insured's own cost. insurance; and f. Insureds Other Insurance (2) The total of all deductible and self-insured If we cover a claim or "suit" under this amounts under all that other insurance. Coverage Part that may also be covered by 5. Premium Audit other insurance available to an insured, such a. We will compute all premiums for this insured must submit such claim or"suit"to the Coverage Part in accordance with our rules other insurer for defense and indemnity. and rates. g. Knowledge Of An Occurrence, Offense, b. Premium shown in this Coverage Part as Claim Or Suit advance premium is a deposit premium only. Paragraphs a. and b. apply to you or to any At the close of each audit period we will insured only when such "occurrence", offense, compute the earned premium for that period claim or"suit" is known to: and send notice to the first Named Insured. (1)You or any insured that is an individual; The due date for audit and retrospective (2) Any partner, if you or an insured is a premiums is the date shown as the due date partnership; on the bill. If the sum of the advance and audit premiums paid for the "policy period" is (3)Any manager, if you or any insured is a greater than the earned premium, we will limited liability company; return the excess to the first Named Insured. (4)Any "executive officer" or insurance c. The first Named Insured must keep records of manager, if you or an insured is a the information we need for premium corporation; computation, and send us copies at such (5)Any trustee, if you or an insured is a trust; times as we may request. or 6. Representations (6) Any elected or appointed official, if you or a. When You Accept This Policy an additional insured is a political By accepting this policy,you agree: subdivision or public entity. (1) The statements in the Declarations are Paragraph g. applies separately to you and any accurate and complete; insured. Form EH 00 02 06 05 Page 17 of 23 (2) Those statements are based upon d. Waiver Of Rights Of Recovery (Waiver Of representations you made to us; and Subrogation) (3) We have issued this policy in reliance If the insured has waived any rights of upon your representations. recovery against any person or organization b. Unintentional Failure To Disclose Hazards for all or part of any payment, including If unintentionally you should fail to disclose all Supplementary Payments, we have madeunder this Coverage Part, we also waive that hazards relating to the conduct of your right, provided the insured waived their rights business that exist at the inception date of this of recovery against such person or Coverage Part, we shall not deny coverage organization in a contract, agreement or under this Coverage Part because of such permit that was executed prior to the injury or failure. damage. 7. Separation Of Insureds g. When We Do Not Renew Except with respect to the Limits of Insurance, If we decide not to renew this Coverage Part, we your responsibility under the "self-insured will mail or deliver to the first Named Insured retention" and any rights or duties specifically shown in the Declarations written notice of the assigned in this Coverage Part to the first Named nonrenewal not less than 30 days before the Insured, this insurance applies: expiration date. a. As if each Named Insured were the only If notice is mailed, proof of mailing will be Named Insured; and sufficient proof of notice. b. Separately to each insured against whom 10. Maintenance of Self-Insured Retention claim is made or"suit" is brought. 8. Transfer Of Rights Of Recovery Against You shall do whatever is required, including provision of sufficient funds, to maintain the "self- Others To Us insured retention" in full effect during the currency a. Transfer of Rights Of Recovery of this policy. If the "self-insured retention" If the insured has rights to recover all or part becomes invalid, suspended, unenforceable or of any payment, including Supplementary uncollectable for any reason, including bankruptcy Payments, we have made under this or insolvency, we shall be liable only to the extent Coverage Part, those rights are transferred to we would have been had such "self-insured us. The insured must do nothing after loss to retention" remained in full effect. impair them. At our request, the insured will The first Named Insured shall give us written bring "suit" or transfer those rights to us and notice as soon as practicable of any change in the help us enforce them. operating status of any "self-insured retention", or b. How Recoveries Shall Be Applied when the sum of all incurred losses and "claim expenses" equals or exceeds 70% of the "self- Recoveries shall be applied to reimburse: insured retention". (1) First, any interest (including the Named 11.Appeals Insured) that paid any amount in excess of our Limits of Insurance; a. For amounts within the "self-insured (2) Second, us, along with any other insurers retention": having a quota share interest at the same (1) If we or you with our consent, elect to level; and appeal a judgment, then any resultant (3)Third, such interests (including the additional expenses, settlements or Named Insured) of whom this insurance is judgments to which this insurance applies shall reduce the amount of the self- excess. insured retention". We shall be liable for However, a different apportionment may be such additional expenses, settlements or made to effect settlement of a claim by judgments that are in excess of the "self- agreement signed by all interests. insured retention". c. Apportionment Among All Interests (2) If you or any insured, without our consent, Reasonable expenses incurred in the exercise elects to appeal a judgment, any resultant of rights of recovery shall be apportioned additional expenses, settlements or among all interests in the ratio of their judgments shall not reduce the amount of respective losses for which recovery is the "self-insured retention". We shall not sought. be liable for such resultant additional Page 18 of 23 Form EH 00 02 06 05 expenses, settlements or judgments, distributed or services provided or recommended whether or not they are in excess of the by the insured or by others trading under his or "self-insured retention". her name for use in the manufacture, repair, b. For amounts in excess of the "self-insured operation, maintenance or use of any "aircraft". retention": "Aircraft products" includes: (1) If you or any insured elects to appeal, and a. Warranties or representations made at any such appeal is with our consent, then we time with respect to the fitness, quality, shall be liable for any additional durability, performance or use of "aircraft expenses, settlements or judgments to products"; and which this policy applies. b. The providing of or failure to provide warnings (2) If you or any insured elect to appeal, and or instructions. such appeal is without our consent, then 5 "Asbestos hazard" means an exposure or threat we shall not be liable for any additional of exposure to the actual or alleged properties of expenses, settlements orjudgments. asbestos and includes the mere presence of (3) If you or any insured elect not to appeal a asbestos in any form. judgment, then we may, at our option, 6. "Auto" means a land motor vehicle, trailer or make such appeal at our cost and semitrailer designed for travel on public roads, expense, and we shall be liable for any including any attached machinery or equipment. additional expenses, settlements or But "auto" does not include "mobile equipment". judgments to which this policy applies. 7. "Bodily injury" means physical: We will in no event be obligated to post or obtain any appeal bond, but we will pay for the cost of a. Injury; such a bond obtained by the insured on appeals b. Sickness; or we consent to, and taxable costs, disbursements c. Disease and interest incidental thereto. SECTION V- DEFINITIONS sustained by a person and, if arising out of the above, mental anguish or death at any time. 1. "Advertisement" means the widespread public g "Claim expenses" means: dissemination of information or images that has a. All expenses incurred by or on behalf of you the purpose of inducing the sale of goods, products or services through: or any other insured with our written consent; and a. (1) Radio; b. All expense incurred by us on behalf of you or (2)Television; any other insured, if we assume control of the (3) Billboard; defense pursuant to paragraph 1.c of the (4) Magazine; Insuring Agreement. (5) Newspaper; or But "claim expenses" include only those expenses b. Any other publication that is given widespread incurred in the investigation or defense of claims public distribution. or"suits". The following are not"claim expenses": However, "advertisement"does not include: (1) Claim fees paid to your or any other insured's claim servicing agency; a. The design, printed material, information or (2) Any expenses associated with appeals made images contained in, on or upon the by you or any other insured without our packaging or labeling of any goods or consent for judgments or settlements, whether products; or greater or lesser than the amount of the "self- b. An interactive conversation between or insured retention"; among persons through a computer network. (3) Salaries of your "employees", any other 2. "Advertising idea" means any idea for an insured's"employees", and our"employees", "advertisement". except the costs and expenses of our staff 3. "Aircraft" includes but is not limited to heavier- defense counsel and legal assistants; or than-air flying vehicles, helicopters, gliders, (4) Damages. missiles or spacecraft. 9. "Coverage territory" means: 4. "Aircraft products" means "aircraft" and any other a. The United States of America (including its goods or products manufactured, sold, handled or territories and possessions), Puerto Rico and Canada; Form EH 00 02 06 05 Page 19 of 23 b. International waters or airspace, but only if the (b) With tools, machinery or other injury or damage occurs in the course of travel equipment furnished to such persons or transportation between any places included or organizations by the insured; in a. above; or Whether such "aircraft" so withdrawn or c. All other parts of the world if the injury or restricted are owned or operated by the same damage arises out of: or different person or organizations. (1) Goods or products made or sold by you in 14. "Impaired property" means tangible property, the territory described in a. above; other than "your product" or "your work", that (2)The activities of a person whose home is cannot be used or is less useful because: in the territory described in a. above, but a. It incorporates "your product" or"your work" is away for a short time on your business; that is known or thought to be defective, or deficient, inadequate or dangerous; or (3) "Personal and advertising injury" offenses b. You have failed to fulfill the terms of a contract that take place through the Internet or or agreement; similar electronic means of if such property can be restored to use by: communication a.The repair, replacement, adjustment or provided the insured's responsibility to pay removal of"your product" or"your work"; or damages is determined in the United States of b. Yourfulfilling the terms of the contract or America (including its territories and possessions), agreement. Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory 15. "Insured contract" means: or in a settlement we agree to. a. A contract for a lease of premises. However, 10. "Employee" includes a "leased worker". that portion of the contract for a lease of "Employee" does not include a "temporary premises that indemnifies any person or worker". organization for damage by fire, lightning or 11."Employment-Related Practices" means: explosion to premises while rented to you or temporarily occupied by you with permission a. Refusal to employ a person; of the owner is not an "insured contract"; b. Termination of a person's employment; or b. A sidetrack agreement; c. Employment-related practices, policies, acts c. Any easement or license agreement; or omissions, such as coercion, demotion, evaluation, reassignment, discipline, d. An obligation, as required by ordinance, to defamation, harassment, humiliation or indemnify a municipality,except in connection discrimination directed at a person. with work for a municipality; 12. "Executive officer' means a person holding any of e. An elevator maintenance agreement; the officer positions created by your charter, f. That part of any other contract or agreement constitution, by-laws or any other similar pertaining to your business (including an governing document. indemnification of a municipality in connection 13. "Grounding"means: with work performed for a municipality) under which you assume the tort liability of another a. The withdrawal of one or more "aircraft"from flight operations; or party to pay for "bodily injury" or "property damage" to a third person or organization, b. The imposition of speed, passenger or load provided the "bodily injury" or "property restrictions on such "aircraft" by reason of the damage" is caused, in whole or in part, by you existence of or alleged or suspected existence or by those acting on your behalf. Tort liability of any defect, fault or condition in such means a liability that would be imposed by law "aircraft" or any part thereof: in the absence of any contract or agreement. (1) Sold, handled or distributed by the Paragraph f. does not include that part of any insured; or contract or agreement: (2) Manufactured, assembled or processed (1) That indemnifies a railroad for "bodily by any other person or organization: injury" or "property damage" arising out (a)According to specifications, plans, of construction or demolition operations, suggestions, orders or drawings of the within 50 feet of any railroad property and insured; or affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; Page 20 of 23 Form EH 00 02 06 05 (2)That indemnifies an architect, engineer or (2) Road construction or resurfacing surveyor for injury or damage arising out equipment such as graders, scrapers or of: rollers; (a) Preparing, approving, or failing to e. Vehicles not described in a., b., c. or d. above prepare or approve, maps, shop that are not self-propelled and are maintained drawings, opinions, reports, surveys, primarily to provide mobility to permanently field orders, change orders or attached equipment of the following types: drawings and specifications; or (1) Air compressors, pumps and generators, (b) Giving directions or instructions, or including spraying, welding, building failing to give them, if that is the cleaning, geophysical exploration, lighting primary cause of the injury or and well servicing equipment; or damage; or (2) Cherry pickers and similar devices used (3) Under which the insured, if an architect, to raise or lower workers; engineer or surveyor, assumes liability for f. Vehicles not described in a., b., c. or d. above any injury or damage arising out of the maintained primarily for purposes other than insured's rendering or failure to render the transportation of persons or cargo. professional services, including those listed in (2) above and supervisory, However, self-propelled vehicles with the inspection, architectural or engineering following types of permanently attached activities. equipment are not "mobile equipment" but will 16. "Leased worker' means a person leased to you by be considered "autos": a labor leasing firm under an agreement between (1) Equipment, of at least 1,000 pounds you and the labor leasing firm, to perform duties gross vehicle weight, designed primarily related to the conduct of your business. "Leased for: worker" does not include a "temporary worker". (a) Snow removal; 17. "Loading or unloading" means the handling of (b) Road maintenance, but not property: construction or resurfacing; or a. After it is moved from the place where it is (c) Street cleaning; accepted for movement into or onto an (2) Cherry pickers and similar devices "aircraft", watercraft or"auto"; mounted on automobile or truck chassis b. While it is in or on an "aircraft", watercraft or and used to raise or lower workers; and "auto"; or (3) Air compressors, pumps and generators, c. While it is being moved from an "aircraft", including spraying, welding, building watercraft or"auto"to the place where it is cleaning, geophysical exploration, lighting finally delivered; and well servicing equipment. but "loading or unloading" does not include the 19. "Occurrence" means an accident, including movement of property by means of a mechanical continuous or repeated exposure to substantially device, other than a hand truck, that is not the same general harmful conditions. attached to the "aircraft", watercraft or"auto". 20. "Personal and advertising injury" means injury, 18. "Mobile equipment" means any of the following including consequential "bodily injury", arising out types of land vehicles, including any attached of one or more of the following offenses: machinery or equipment: a. False arrest, detention or imprisonment; a. Bulldozers, farm machinery,forklifts and other b. Malicious prosecution; vehicles designed for use principally off public c. The wrongful eviction from, wrongful entry roads; into, or invasion of the right of private b. Vehicles maintained for use solely on or next occupancy of a room, dwelling or premises to premises you own or rent; that a person occupies, committed by or on c. Vehicles that travel on crawler treads; behalf of its owner, landlord or lessor; d. Vehicles, whether self-propelled or not, d. Oral, written or electronic publication of maintained primarily to provide mobility to material that slanders or libels a person or permanently mounted: organization or disparages a person's or (1) Power cranes, shovels, loaders, diggers organization's goods, products or services; or drills; or e. Oral, written or electronic publication of material that violates a person's right of privacy; Form EH 00 02 06 05 Page 21 of 23 f. Copying, in your "advertisement", a person's (2) The existence of tools, uninstalled or organization's "advertising idea" or style of equipment or abandoned or unused "advertisement"; or materials; or g. Infringement of copyright, slogan, or title of (3) Products or operations for which the any literary or artistic work, in your classification, listed in the Declarations or "advertisement". in a policy schedule, states that products- 21. "Policy period" means the period beginning with completed operations are subject to the the inception date shown in the Declarations and General Aggregate Limit. ending with the earlier of: 24. "Property damage" means: a. The date of cancellation of this Coverage a. Physical injury to tangible property, including Part; or all resulting loss of use of that property. All b. The expiration date shown in the such loss of use shall be deemed to occur at Declarations. the time of the physical injury that caused it; or 22. "Pollutants" mean any solid, liquid, gaseous or b. Loss of use of tangible property that is not thermal irritant or contaminant, including smoke, physically injured.All such loss of use shall be vapor, soot, fumes, acids, alkalis, chemicals and deemed to occur at the time of the waste. Waste includes materials to be recycled, "occurrence"that caused it. reconditioned or reclaimed. 23. "Products-completed operations hazard": As used in this definition, computerized or a. Includes all "bodily injury" and "property electronically stored data, programs or software damage" occurring away from premises you are not tangible property. Electronic data means own or rent and arising out of "your product" information, facts or programs: or"your work" except: a. Stored as or on; (1) Products that are still in your physical b. Created or used on; or possession; or c. Transmitted to or from; (2) Work that has not yet been completed or computer software, including systems and abandoned. However, "your work"will be applications software, hard or floppy disks, CD- deemed completed at the earliest of the ROMS, tapes, drives, cells, data processing following times: devices or any other media which are used with (a)When all of the work called for in your electronically controlled equipment. contract has been completed. 25. "Self-insured retention" refers to the amount(s) set (b) When all of the work to be done at the forth in the Declarations as such, and is defined job site has been completed if your below: contract calls for work at more than a. As respects the All Coverages (including one job site. Products-Completed Operations) Aggregate (c)When that part of the work done at a Retention, "self-insured retention" means the job site has been put to its intended amount you must pay as damages and "claim use by any person or organization expenses" for all "personal and advertising other than another contractor or injury" and all "occurrences" taking place subcontractor working on the same during the "policy period"; project. b• Subject to a. above, as respects the Products- Work that may need service, Completed Operations Aggregate Retention, maintenance, correction, repair or "self-insured retention" means the amount you replacement, but which is otherwise must pay as damages and "claim expenses" complete, will be treated as completed. for all "occurrences" taking place during the b. Does not include "bodily injury" or"property "policy period" and arising out of the damage" arising out of: "products-completed operations hazard"; (1)The transportation of property, unless the c. Subject to a. above, as respects the General injury or damage arises out of a condition Aggregate Retention, "self-insured retention" in or on a vehicle not owned or operated means the amount you must pay as damages by you, and that condition was created by and "claim expenses" for all "personal and the "loading or unloading" of that vehicle by any insured; Page 22 of 23 Form EH 00 02 06 05 advertising injury" and all "occurrences" 27. "Temporary worker" means a person who is arising out of other than the "products- furnished to you to substitute for a permanent completed operations hazard"; and "employee" on leave or to meet seasonal or short- d. Subject to b. or c. above, whichever applies, term workload conditions. as respects the Personal and Advertising 28. "Volunteer worker" means a person who Injury Retention, or the Each Occurrence Retention, "self-insured retention" means the a. Is not your"employee"; amount you must pay as damages and "claim b. Donates his or her work; expenses" for "personal and advertising c. Acts at the direction of and within the scope of injury", or any one "occurrence", respectively, duties determined by you; and before we will pay anything. d. Is not paid a fee, salary or other You are responsible for payment of any sums in compensation by you or anyone else for their satisfaction of the "self-insured retention" work performed for you. regardless of whether you or any other insured is 29. "Your product": found legally liable for damages. a. Means: Your obligation to pay the "self-insured retention" (1) Any goods or products, other than real shall apply fully and separately to each "policy property, manufactured, sold, handled, period" shown in the Declarations and shall not be distributed or disposed of by: reduced by: a. The payment of any deductible amount, any (a)You; participation of the insured or any amount (b) Others trading under your name; or retained by the insured under any other policy (c) A person or organization whose of insurance for any other applicable "policy business or assets you have period"; acquired; and b. Any payment made on your behalf by another, (2) Containers (other than vehicles), including any payment from any other materials, parts or equipment furnished in applicable insurance; connection with such goods or products. c. Any defense costs or damages to which this b. Includes: insurance does not apply; or (1) Warranties or representations made at d. Any amount we pay pursuant to 1.b. of the any time with respect to the fitness, Insuring Agreement, unless you reimburse us. quality,durability, performance or use of However, if the "policy period" is extended after "your product"; and issuance for an additional period of less than 12 (2)The providing of or failure to provide months, the additional period will be deemed part warnings or instructions. of the last preceding period for purposes of c. Does not include vending machines or other determining the applicable "self-insured retention". property rented to or located for the use of 26. "Suit" means a civil proceeding in which damages others but not sold. because of "bodily injury", "property damage" or 30. "Yourwork": "personal and advertising injury" to which this a. Means: insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such (1)Work or operations performed by you or damages are claimed and to which the on your behalf; and insured must submit or does submit with our (2) Materials, parts or equipment furnished in consent; or connection with such work or operations. b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are (1) Warranties or representations made at claimed and to which the insured submits with any time with respect to the fitness, our consent. quality, durability, performance or use of "your work", and (2)The providing of or failure to provide warnings or instructions. Form EH 00 02 06 05 Page 23 of 23 72UENUM3154 COMMERCIAL AUTOMOBILE HA99161221 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED e. Employees as Insureds Paragraph .1. - WHO IS AN INSURED - of (1). Any "employee" of yours while using a Section II - Liability Coverage is amended to covered "auto" you don't own, hire or add the following: borrow in your business or your personal d. Subsidiaries and Newly Acquired or affairs. Formed Organizations f. Lessors as Insureds The Named Insured shown in the Declarations (1). The lessor of a covered "auto" while the is amended to include: "auto" is leased to you under a written (1) Any legal business entity other than a agreement if: partnership or joint venture, formed as a (a) The agreement requires you to subsidiary in which you have an provide direct primary insurance for ownership interest of more than 50% on the lessor and the effective date of the Coverage Form. (b) The "auto" is leased without a driver. However, the Named Insured does not Such a leased "auto" will be considered a include any subsidiary that is an "insured" covered "auto" you own and not a covered under any other automobile policy or "auto" you hire. would be an "insured" under such a policy but for its termination or the exhaustion of g. Additional Insured if Required by Contract its Limit of Insurance. (1) When you have agreed, in a written (2) Any organization that is acquired or contract or written agreement, that a formed by you and over which you person or organization be added as an maintain majority ownership. However, additional insured on your business auto the Named Insured does not include any policy, such person or organization is an newly formed or acquired organization: "insured", but only to the extent such person or organization is liable for "bodily (a) That is a partnership or joint venture, injury" or "property damage" caused by (b) That is an "insured" under any other the conduct of an "insured" under policy, paragraphs a. or b. of Who Is An Insured (c) That has exhausted its Limit of with regard to the ownership, Insurance under any other policy, or maintenance or use of a covered "auto." (d) 180 days or more after its acquisition The insurance afforded to any such or formation by you, unless you have additional insured applies only if the given us notice of the acquisition or "bodily injury" or "property damage" formation. occurs: Coverage does not apply to "bodily injury" (a) During the policy period, and or "property damage" that results from an (b) Subsequent to the execution of such "accident" that occurred before you written contract, and formed or acquired the organization. Form HA 99 16 12 21 Page 1 of 5 ©2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of This insurance is primary if you have time that the written contract requires agreed in a written contract or written such insurance be provided to the agreement that this insurance be primary. additional insured. If other insurance is also primary, we will (2) How Limits Apply share with all that other insurance by the method described in Other Insurance 5.d. If you have agreed in a written contract or written agreement that another person or (2) Primary And Non-Contributory To Other organization be added as an additional Insurance When Required By Contract insured on your policy, the most we will If you have agreed in a written contract or pay on behalf of such additional insured is written agreement that this insurance is the lesser of: primary and non-contributory with the (a) The limits of insurance specified in the additional insured's own insurance, this written contract or written agreement; insurance is primary and we will not seek or contribution from that other insurance. (b) The Limits of Insurance shown in the Paragraphs (1) and (2) do not apply to other Declarations. insurance to which the additional insured has Such amount shall be a part of and not in been added as an additional insured. addition to Limits of Insurance shown in When this insurance is excess, we will have the Declarations and described in this no duty to defend the insured against any Section. "suit" if any other insurer has a duty to defend the insured against that "suit". If no other (3) Additional Insureds Other Insurance insurer defends, we will undertake to do so, If we cover a claim or "suit" under this but we will be entitled to the insured's rights Coverage Part that may also be covered against all those other insurers. by other insurance available to an When this insurance is excess over other additional insured, such additional insured insurance, we will a only our share of the must submit such claim or "suit" to the pay y amount of the loss, if any, that exceeds the other insurer for defense and indemnity. sum of: However, this provision does not apply to (1) The total amount that all such other the extent that you have agreed in a insurance would pay for the loss in the written contract or written agreement that absence of this insurance; and this insurance is primary and non-contributory with the additional (2) The total of all deductible and self-insured insured's own insurance. amounts under all that other insurance. (4) Duties in The Event Of Accident, Claim, We will share the remaining loss, if any, by Suit or Loss the method described in SECTION IV- Business Auto Conditions, B. General If you have agreed in a written contract or Conditions, Other Insurance 5.d. written agreement that another person or organization be added as an additional 3. AUTOS RENTED BY EMPLOYEES insured on your policy, the additional Any "auto" hired or rented by your "employee" on insured shall be required to comply with your behalf and at your direction will be the provisions in LOSS CONDITIONS 2. - considered an "auto" you hire. DUTIES IN THE EVENT OF ACCIDENT, The SECTION IV- Business Auto Conditions, B. CLAIM , SUIT OR LOSS — OF SECTION General Conditions, 5. OTHER INSURANCE IV — BUSINESS AUTO CONDITIONS, in Condition is amended by adding the following: the same manner as the Named Insured. 2. Primary and Non-Contributory if Required e. If an "employee's" personal insurance also applies on an excess basis to a covered by Contract "auto" hired or rented by your "employee" on Only with respect to insurance provided to an your behalf and at your direction, this additional insured in A.1.g. - Additional insurance will be primary to the "employee's" Insured If Required by Contract, the following personal insurance. provisions apply: (1) Primary Insurance When Required By Contract Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION obligation for any difference between the actual EXCLUSION 5. - FELLOW EMPLOYEE - of cash value of the "auto" at the time of the "loss" SECTION II - LIABILITY COVERAGE does not and the "outstanding balance" of the loan/lease. apply if you have workers' compensation "Outstanding balance" means the amount you insurance in-force covering all of your owe on the loan/lease at the time of "loss" less "employees". any amounts representing taxes; overdue Coverage is excess over any other collectible payments; penalties, interest or charges resulting insurance. from overdue payments; additional mileage charges; excess wear and tear charges; lease 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE termination fees; security deposits not returned by If hired "autos" are covered "autos" for Liability the lessor; costs for extended warranties, credit Coverage and if Comprehensive, Specified life Insurance, health, accident or disability Causes of Loss, or Collision coverages are insurance purchased with the loan or lease; and provided under this Coverage Form for any "auto" carry-over balances from previous loans or you own, then the Physical Damage Coverages leases. provided are extended to "autos" you hire or g, AIRBAG COVERAGE borrow, subject to the following limit. Under Paragraph B. EXCLUSIONS - of SECTION The most we will pay for "loss" to any hired "auto" III - PHYSICAL DAMAGE COVERAGE, the is: following is added: (1) $100,000; The exclusion relating to mechanical breakdown (2) The actual cash value of the damaged or does not apply to the accidental discharge of an stolen property at the time of the "loss"; or airbag. (3) The cost of repairing or replacing the 9. ELECTRONIC EQUIPMENT - BROADENED damaged or stolen property, COVERAGE whichever is smallest, minus a deductible. The a. The exceptions to Paragraphs BA - deductible will be equal to the largest deductible EXCLUSIONS - of SECTION III - PHYSICAL applicable to any owned "auto" for that coverage. DAMAGE COVERAGE are replaced by the No deductible applies to "loss" caused by fire or following: lightning. Hired Auto Physical Damage coverage Exclusions 4.c. and 4.d. do not apply to is excess over any other collectible insurance. equipment designed to be operated solely by Subject to the above limit, deductible and excess use of the power from the "auto's" electrical provisions, we will provide coverage equal to the system that, at the time of"loss", is: broadest coverage applicable to any covered "auto" you own. (1) Permanently installed in or upon the We will also cover loss of use of the hired "auto" if covered "auto"; it results from an "accident", you are legally liable (2) Removable from a housing unit which is and the lessor incurs an actual financial loss, permanently installed in or upon the subject to a maximum of$1000 per"accident". covered "auto"; This extension of coverage does not apply to any (3) An integral part of the same unit housing "auto" you hire or borrow from any of your any electronic equipment described in "employees", partners (if you are a partnership), Paragraphs (1) and (2) above; or members (if you are a limited liability company), (4) Necessary for the normal operation of the or members of their households. covered "auto" or the monitoring of the 6. PHYSICAL DAMAGE - ADDITIONAL covered "auto's" operating system. TEMPORARY TRANSPORTATION EXPENSE b. Section III, Physical Damage Coverage, Limit COVERAGE of Insurance, Paragraph C.2. is amended to Paragraph AA.a. of SECTION III - PHYSICAL add the following: DAMAGE COVERAGE is amended to provide a $1,500 is the most we will pay for "loss" in limit of $50 per day and a maximum limit of any one "accident" to all electronic equipment $1,000. (other than equipment designed solely for the 7. LOAN/LEASE GAP COVERAGE reproduction of sound, and accessories used with such equipment) that reproduces, Under SECTION III - PHYSICAL DAMAGE receives or transmits audio, visual or data COVERAGE, in the event of a total "loss" to a signals which, at the time of"loss", is: covered "auto", we will pay your additional legal Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability other location that is not normally used by company; or the "auto" manufacturer for the installation of such equipment; (4) An executive officer or insurance manager, if (2) Removable from a permanently installed you are a corporation. housing unit as described in Paragraph 14. UNINTENTIONAL FAILURE TO DISCLOSE 2.a. above or is an integral part of that HAZARDS equipment; or If you unintentionally fail to disclose any hazards (3) An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", should loss be will not deny coverage under this Coverage Form because of such failure. limited to electronic equipment only, our obligation to pay for, repair, return or replace 15. HIRED AUTO - COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or $250, whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10. EXTRA EXPENSE - BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto" to you. "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in 11. GLASS REPAIR-WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III - PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III - PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same "accident", the following applies: because of payments we make for damages (1) If the deductible under this Business Auto under this Coverage Form. Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury" means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS - CANCELLATION - applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident" is the first Named Insured written notice of known to: cancellation at least 60 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS b. A "hybrid" auto is defined as an auto with an VEHICLE PAYMENT COVERAGE internal combustion engine and one or more In the event of a total loss to a "non-hybrid" auto electric motors; and that uses the internal for which Comprehensive, Specified Causes of combustion engine and one or more electric Loss, or Collision coverages are provided under motors to move the auto, or the internal this Coverage Form, then such Physical Damage combustion engine to charge one or more Coverages are amended as follows: electric motors, which move the auto. a. If the auto is replaced with a "hybrid" auto or 20. VEHICLE WRAP COVERAGE an auto powered solely by electricity or In the event of a total loss to an "auto" for which natural gas, we will pay an additional 10%, to Comprehensive, Specified Causes of Loss, or a maximum of $2,500, of the "non-hybrid" Collision coverages are provided under this auto's actual cash value or replacement cost, Coverage Form, then such Physical Damage whichever is less, Coverages are amended to add the following: b. The auto must be replaced and a copy of a In addition to the actual cash value of the "auto", bill of sale or new lease agreement received we will pay up to $1,000 for vinyl vehicle wraps by us within 60 calendar days of the date of which are displayed on the covered "auto" at the "loss," time of total loss. Regardless of the number of c. Regardless of the number of autos deemed a autos deemed a total loss, the most we will pay total loss, the most we will pay under this under this Vehicle Wrap Coverage provision for Hybrid, Electric, or Natural Gas Vehicle any one "loss" is $5,000. For purposes of this Payment Coverage provision for any one coverage provision, signs or other graphics "loss" is $10,000. painted or magnetically affixed to the vehicle are For the purposes of the coverage provision, not considered vehicle wraps. a. A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. Form HA 99 16 12 21 Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WN C93100 Endorsement Number: 16 Effective Date: 04/01/2025 Effective hour is the same as stated on the Declarations of the policy. Named Insured and Address: GRISWOLD INDUSTRIES 1701 PLACENTIA AVENUE COSTA MESA, CA 92627 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by Authorized Representative Form WC 04 03 06 Printed in U.S.A. (MMID A`oRo° CERTIFICATE OF LIABILITY INSURANCE 7OT4 0/202DIYYYY) 0/20 2 6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Marsh Risk&Insurance Services NAME: PHONE FAX 17901 Von Karman Avenue,Suite 1100 (A/C,No Ext: A/C,No): (949)399-5800;License#0437153 E-MAIL Irvine,CA 92614 ADDRESS: Attn:NewportBeach.CertRequest@marsh.com/F:212-948-4323 INSURER(S)AFFORDING COVERAGE NAIC# CN102166416-STND-GAWUP-26- INSURERA: Hartford Fire Insurance Company 19682 INSURED INSURER B: N/A N/A Griswold Industries,Cla-Val Company 1701 Placentia Avenue INSURER C: Twin City Fire Insurance Company 29459 Costa Mesa,CA 92627-4475 INSURER D: NIA N/A INSURER E: Hartford Fire Insurance Company 19682 INSURER F: COVERAGES CERTIFICATE NUMBER: LOS-002267646-41 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 ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM/DDIYYYYI iMMIDDIYYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY 72ECSOFOBP5 04/01/2026 04/01/2027 EACH OCCURRENCE $ 1,000,000 RENTEDDAMAGE TO CLAIMS-MADE X� OCCUR FIR SES Ea occurre... $ 300,000 X $1,000,000 SIR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY❑ JECT PRO ❑ LOC PRODUCTS-COMP/OPAGG $ 2,000,N 000 OTHER: $ A AUTOMOBILE LIABILITY 72UENUM3154 04/01/2026 04/01/2027 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS ONLY L AUTOS ONLY Per accident) $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ E WORKERS COMPENSATION 72WNC931 00(CA) 04/01/2026 04/01/2027 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER C YIN 72WEHO3564 AOS 04/01/2026 04/01/2027 1,000,000 ANYPROPRIETOR/PARTNER/EXECUTIVE ( ) E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its City Council,officers,officials,employees,agents,and volunteers are included as additional insured where required by written contract with respect to General Liability and Auto Liability. Waiver of subrogation is applicable where required by written contract and subject to policy terms and conditions. APPROVED By Tu Tran Nguyen at 7:30 am,Apr 13,2026 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Heidi Chou(M-85) THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 215 S.Center St. ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana,CA 92703 AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 72 WN C93100 Endorsement Number: 16 Effective Date: 04/01/2026 Effective hour is the same as stated on the Declarations of the policy. Named Insured and Address: GRISWOLD INDUSTRIES 1701 PLACENTIA AVENUE COSTA MESA, CA 92627 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description ANY PERSON OR ORGANIZATION FROM WHOM YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER OF RIGHTS FROM US. Countersigned by Authorized Representative Form WC 04 03 06 Printed in U.S.A. 72ECSOFOBP5 ,fl ay COMMERCIAL GENERAL LIABILITY it COVERAGE FORM (EXCESS - BROAD FORM) Various provisions in this policy restrict coverage. "Claim expenses" and other defense Read the entire policy carefully to determine rights, expenses incurred subsequent to the duties and what is and what is not covered. exhaustion of the "self-insured retention" are Throughout this policy the words "you" and "your' payable by us, as provided in Supplementary refer to the Named Insured in the Declarations, and Payments. any other person or organization qualifying as a c. If the claim is within the amount of the "self- Named Insured under this policy.The words "we", "us" insured retention", then subject to subsection d. and "our" refer to the stock insurance company below, you shall have the duty to defend any member of The Hartford providing this insurance. "suit" brought against you or any insured The word "insured" means any person or organization seeking damages because of "bodily injury" or qualifying as such under Section II Who Is An "property damage" to which this insurance Insured. applies. Such duty shall continue until the Other words and phrases that appear in quotation "self-insured retention" has been exhausted marks have a special meaning. Refer to Section V- solely by your payment of "claim expenses" Definitions. and that portion of judgments or settlements to SECTION I -COVERAGES which this insurance would have applied in the absence of the "self-insured retention". COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY If, however, the amount you have paid on your 1. Insuring Agreement behalf or on behalf of any insured, for "claim expenses" or judgments and settlements for a a. We will pay those sums that you or any claim exceeds the amount of the "self-insured insured becomes legally obligated to pay as retention", then we shall have the right and damages because of "bodily injury" or duty to defend you or such insured against "property damage" to which this insurance such claim. Our right and duty to defend ends applies; but only to the extent that such when we have used up the Limits of Insurance "bodily injury" or "property damage" is in in the payment of judgments or settlements to excess of the "self-insured retention" that has which this Coverage Part applies. been exhausted solely by your payment of claim expenses and that portion of d. If the amount you have paid, on your behalf or judgments or settlements to which this on behalf of any insured, for"claim expenses" insurance would have applied in the absence and judgments or settlements for a claim does of the "self-insured retention". not exceed the amount of the "self-insured b. You are responsible for payment of expenses retention", we shall not be obligated to for any defense counsel selected by or on assume charge of, participate in, or pay for the investigation or defense of any claim or behalf of you or any insured, including "claim "suit". expenses", until the "self-insured retention" has been exhausted solely by your payment However, if such claim or "suit", in our of "claim expenses" and that portion of opinion, involves or is reasonably likely to judgments or settlements to which this involve payment by us under this Coverage insurance would have applied in the absence Part, we shall: of the "self-insured retention". (1) Require you or the insured against whom If we make a payment relating to the defense a claim is made or "suit" is brought, to counsel or defense of any claim against you obtain our written consent regarding the or any insured within the "self-insured selection of any defense counsel; retention", it will be on your behalf, and you (2) At our own expense, have the right but must reimburse us within seven business not the duty to investigate and to assign days of the date you receive notice that such counsel in addition to any defense payments have been made. Form EH 00 02 06 05 Page 1 of 23 (c) 2005, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) SECTION II -WHO IS AN INSURED (b) To the spouse, child, parent, brother or sister of that co-"employee" or 1. If you are designated in the Declarations as: "volunteer worker" as a consequence a. An individual, you and your spouse are of paragraph (1)(a) above; insureds, but only with respect to the conduct (c) For which there is any obligation to of a business of which you are the sole owner. share damages with or repay b. A partnership orjoint venture, you are an someone else who must pay insured. Your members, your partners, and damages because of the injury their spouses are also insureds, but only with described in paragraphs (1)(a) or respect to the conduct of your business. (1)(b) above; or c. A limited liability company, you are an (d)Arising out of his or her providing or insured. Your members are also insureds, but failing to provide professional health only with respect to the conduct of your care services. business. Your managers are insureds, but only with respect to their duties as your If you are not in the business of providing managers. professional health care services, d. An organization other than a partnership,joint paragraph (d) does not apply to any nurse, emergency medical technician or venture or limited liability company, you are an paramedic employed by you to provide insured. Your "executive officers" and such services. directors are insureds, but only with respect to their duties as your officers or directors. Your (2) "Property damage"to property: stockholders are also insureds, but only with (a) Owned, occupied or used by,or respect to their liability as stockholders. (b) Rented to, in the care, custody or e. Atrust, you are an insured. Yourtrustees are control of, or over which physical also insureds, but only with respect to their control is being exercised for any duties as trustees. purpose by 2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you are a partnership or joint venture), or any Your "volunteer workers" only while member (if you are a limited liability performing duties related to the conduct of your business, or your "employees", other company). than either your"executive officers", (if you are b. Real Estate Manager an organization other than a partnership, joint Any person (other than your"employee" or venture or limited liability company) or your "volunteer worker'), or any organization while managers (if you are a limited liability acting as your real estate manager. company), but only for acts within the scope of c. Temporary Custodians of Your Property their employment by you or while performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers" are insureds for: (1)With respect to the liability arising out of (1) "Bodily injury" or "personal and the maintenance or use of that property; advertising injury": and (2) Until your legal representative has been (a) To you, to your partners or members appointed. (if you are a partnership or joint venture), to your members (if you are d. Legal Representative If You Die a limited liability company), or to a co- Your legal representative if you die, but only "employee"while in the course of his with respect to duties as such. That or her employment or while representative will have all your rights and performing duties related to the duties under this Coverage Part. conduct of your business, or to your 3. Newly Acquired or Formed Organization other "volunteer workers" while Any organization you newly acquire or form, other performing duties related to the than a partnership, joint venture or limited liability conduct of your business; company, and over which you maintain financial Page 12 of 23 Form EH 00 02 06 05 interest of more than 50% of the voting stock, will 6. Additional Insureds When Required By Written qualify as a Named Insured if there is no other Contract, Written Agreement Or Permit similar insurance available to that organization. The following person(s) or organization(s) are an However: additional insured when you have agreed, in a a. Coverage under this provision is afforded only written contract, written agreement or because of until the 90th day after you acquire or form the a permit issued by a state or political subdivision, organization or the end of the "policy period", that such person or organization be added as an whichever is earlier; additional insured on your policy, provided the b. Coverage A does not apply to "bodily injury" or injury or damage occurs subsequent to the "property damage" that occurred before execution of the contract agreement. you acquired or formed the organization; and A person or organization is an additional insured c. Coverage B does not apply to "personal and under this provision only for that period of time advertising injury" arising out of an offense required by the contract or agreement. committed before you acquired or formed the However, no such person or organization is an organization. insured under this provision if such person or 4. Mobile Equipment organization is included as an insured by an With respect to "mobile equipment" registered in endorsement issued by us and made part of this your name under any motor vehicle registration Coverage Part. law, any person is an insured while driving such a. Vendors equipment along a public highway with your Any person(s) or organization(s) (referred to permission. Any other person or organization below as vendor), but only with respect to responsible for the conduct of such person is also "bodily injury" or"property damage" arising out an insured, but only with respect to liability arising of"your products"which are distributed or sold out of the operation of the equipment, and only if in the regular course of the vendor's business; no other insurance of any kind is available to that and only if this Coverage Part provides person or organization for this liability. However, coverage for "bodily injury" or "property no person or organization is an insured with damage" included within the "products- respect to: completed operations hazard". a. "Bodily injury" to a co-"employee" of the (1)The insurance afforded the vendor is person driving the equipment; or subject to the following additional b. "Property damage"to property owned by, exclusions: rented to, in the charge of or occupied by you This insurance does not apply to: or the employer of any person who is an (a) "Bodily injury" or "property damage" insured under this provision. for which the vendor is obligated to 5. Nonowned Watercraft pay damages by reason of the With respect to watercraft you do not own that is assumption of liability in a contract or less than 51 feet long and is not being used to agreement. This exclusion does not carry persons for a charge, any person is an apply to liability for damages that the insured while operating such watercraft with your vendor would have in the absence of permission. Any other person or organization the contract or agreement; responsible for the conduct of such person is also (b)Any express warranty unauthorized an insured, but only with respect to liability arising by you; out of the operation of the watercraft, and only if (c) Any physical or chemical change in no other insurance of any kind is available to that the product made intentionally by the person or organization for this liability. vendor; However, no person or organization is an insured with respect to: (d) Repackaging except when unpacked solely for the purpose of inspection, a. "Bodily injury" to a co-"employee" of the demonstration, testing, or the person operating the watercraft; or substitution of parts under instructions b. "Property damage"to property owned by, from the manufacturer, and then rented to, in the charge of or occupied by you repackaged in the original container; or the employer of any person who is an (e)Any failure to make such inspections, insured under this provision. adjustments, tests or servicing as the vendor has agreed to make or Form EH 00 02 06 05 Page 13 of 23 normally undertakes to make in the With respect to the insurance afforded these usual course of business, in additional insureds, the following additional connection with the distribution or exclusions apply: sale of the products; This insurance does not apply to: (f) Demonstration, installation, servicing (1)Any "occurrence"which takes place after or repair operations, except such you cease to lease that land; or operations performed at the vendor's premises in connection with the sale (2) Structural alterations, new construction or of the product; demolition operations performed by or on behalf of such person or organization. (g) Products which, after distribution or sale by you, have been labeled or d. Architects, Engineers or Surveyors relabeled or used as a container, part Any architect, engineer, or surveyor, but only or ingredient of any other thing or with respect to liability for "bodily injury", substance by or for the vendor; or "property damage" or "personal and (h) "Bodily injury" or "property damage" advertising injury" caused, in whole or in part, arising out of the sole negligence of by your acts or omissions or the acts or the vendor for its own acts or omissions of those acting on your behalf: omissions or those of its employees (1) In connection with your premises; or or anyone else acting on its behalf. (2) In the performance of your ongoing However, this exclusion does not operations performed by you or on your apply to: behalf. (i) The exceptions contained in With respect to the insurance afforded these paragraphs (d) or(f); or additional insureds, the following additional (ii) Such inspections adjustments or exclusions apply: servicing as the vendor has This insurance does not apply to "bodily agreed to make or normally injury", "property damage" or "personal and undertakes to make in the usual advertising injury" arising out of the rendering course of business, in connection of or the failure to render any professional with the distribution or sale of the services by or for you, including: products. 1. The preparing, approving, or failing to (2) This insurance does not apply to any prepare or approve, maps, shop insured person or organization, from drawings, opinions, reports, surveys, field whom you have acquired such products, orders, change orders or drawings and or any ingredient, part or container, specifications; or entering into, accompanying or containing such products. 2. Supervisory, inspection, architectural or engineering activities. b. Lessors of Equipment e. Permits issued By State or (1) Any person or organization from whom Political Subdivisions you lease equipment; but only with Any state or political subdivision, but only with respect to their liability for"bodily injury" or "property damage" or "personal and respect to operations performed by you or on advertising injury" caused, in whole or in your behalf for which the state or political part, by your maintenance, operation or subdivision has issued a permit. use of equipment leased to you by such With respect to the insurance afforded these person or organization. additional insureds, this insurance does not (2) With respect to the insurance afforded to apply to: these additional insureds, this insurance (1) "Bodily injury", "property damage" or does not apply to any "occurrence" which "personal and advertising injury" arising takes place after the equipment lease out of operations performed for the state expires. or municipality; or c. Lessors of Land or Premises (2) "Bodily injury" or "property damage" Any person or organization from whom you included within the "products-completed lease land or premises, but only with respect operations hazard". to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. Page 14 of 23 Form EH 00 02 06 05 f. Any Other Party b. Claims made or"suits" brought; or Any other person or organization who is not an c. Persons or organizations making claims or insured under paragraphs a. through e. bringing "suits". above, but only with respect to liability for 2. The General Aggregate Limit "bodily injury", "property damage" or "personal The General Aggregate Limit is the most we will and advertising injury" caused, in whole or in pay for the sum of: part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. Damages under Coverage A, except damages because of "bodily injury" or (1) In the performance of your ongoing "property damage" included in the "products- operations, completed operations hazard"; and (2) In connection with your premises owned by or rented to you; or b. Damages under Coverage B. (3) In connection with "your work" and 3. Products-Completed Operations Aggregate included within the "products-completed Limit operations hazard", but only if; The Products-Completed Operations Aggregate (a)The written contract or agreement Limit is the most we will pay under Coverage A for requires you to provide such damages because of"bodily injury" and "property coverage to such additional insured; damage" included in the "products-completed and operations hazard". (b) This Coverage Part provides 4. Personal and Advertising Injury Limit coverage for "bodily injury" or Subject to 2. above, the Personal and Advertising "property damage" included within the Injury Limit is the most we will pay under "products-completed operations" Coverage B for the sum of all damages because hazard". of all "personal and advertising injury" sustained With respect to the insurance afforded to by any one person or organization. these additional insureds, this insurance does 5. Each Occurrence Limit not apply to: Subject to 2. or 3. above, whichever applies, the "Bodily injury", "property damage" or Each Occurrence Limit is the most we will pay for "personal and advertising injury" arising out of damages under Coverage A because of all "bodily the rendering of, or failure to render, any injury" and "property damage" arising out of any professional architectural, engineering or one "occurrence". surveying services, including: 6. How Limits And Self Insured Retention Apply (1) The preparing, approving, or failing to to Additional Insureds prepare or approve, maps, shop If you have agreed in a contract or agreement that drawings, opinions, reports, surveys, field another person or organization be added as an orders, change orders or drawings and insured on your policy: specifications; or a. You are responsible for payment of any "self- (2) Supervisory, inspection, architectural or insured retention" on behalf of such person or engineering activities. organization; and The limits of insurance that apply to additional b. The most we will pay on behalf of such insureds under this provision is described in insured or any other insured endorsed to this Section III - Limits Of Insurance. Such limits of Coverage Part is the lesser of: insurance apply only in excess of the "self-insured (1) The limits of insurance specified in the retention". contract or agreement; or No person or organization is an insured with respect to (2) The Limits of Insurance shown in the the conduct of any current or past partnership, joint venture or limited liability company that is not shown Declarations. as a Named Insured in the Declarations. Any amount we pay shall be in excess of the "self- SECTION III LIMITS OF INSURANCE insured retention" and is part of and not in addition to the Limits of Insurance shown in the 1. The Most We Will Pay Declarations and described in this Section. Subject to item 1.a. of the Insuring Agreement, The Limits of Insurance of this Coverage Part and the Limits of Insurance shown in the Declarations the amount of the "self-insured retention" apply and the rules below fix the most we will pay separately to each "policy period". If the "policy regardless of the number of: a. Insureds; Form EH 00 02 06 05 Page 15 of 23 period" is extended after issuance for an (3) Cooperate with us in the investigation or additional period, such additional period will be settlement of the claim or defense against deemed to be part of the "policy period" for the "suit"; purposes of determining the applicable Limits of (4) Assist us, upon our request, in the Insurance and "self-insured retention". enforcement of any right against any SECTION IV COMMERCIAL GENERAL LIABILITY person or organization which may be CONDITIONS liable to the insured because of injury or 1. Bankruptcy damage to which this insurance or the Your bankruptcy or insolvency, or the bankruptcy "self-insured retention" may also apply; of any other insured or of the insured's estate will (5) Advise us of the name and address of not relieve: defense counsel retained to represent the insured's interest with respect to the "self- insured retention". Further, if the claim or Part, or "suit", in our opinion, involves or is b. You of your obligations to defend any claim or reasonably likely to involve payment by us "suit" against you or any other insured. under this Coverage Part, we shall require 2. Duties In The Event Of Occurrence, Offense, you or the insured against whom a claim Claim Or Suit is made or"suit" is brought, to obtain our a. Notice of Occurrence Or Offense written consent regarding the selection of any defense counsel; You or any insured must see to it that we are (6) Furnish us the following information: notified as soon as practicable of an "occurrence" or an offense which may result in (a) Quarterly loss runs identifying all a claim. To the extent possible, notice should open and paid claims and "claim include: expenses". Such loss runs shall be (1) How,when and where the "occurrence" or furnished until all claims and "claim expenses" are paid; offense took place; (2)The names and addresses of any injured (b) Complete information on all claims reserved for 50% or more of the persons and witnesses; and amount of the "self-insured retention". (3)The nature and location of any injury or This information must be furnished damage arising out of the "occurrence" or within 30 days from the date such offense. reserve is established; b. Notice Of Claim Or Suit (c) Complete information on all claims If a claim is made or"suit" is brought against (including multiple claims) arising out any insured, you or any insured must: of an "occurrence" or offense which might require payment in excess of (1) Immediately record the specifics of the the "self-insured retention". This claim or"suit" and the date received; and information must be furnished within (2) Notify us as soon as practicable if the 30 days from the date such possibility claim or "suit" is likely to exceed the "self- first arises; insured retention". (d) Complete information on any claim You or any insured must see to it that we arising out of an "occurrence" or receive written notice of the claim or "suit" as offense involving a minor child, or any soon as practicable. of the following injuries: c. Assistance And Cooperation Of The (i) Death, Insured (ii) Quadriplegia, You and any other involved insured must: (iii) Paraplegia, (1) Immediately send us copies of any demands, notices, summonses or legal (iv) Brain Damage, papers received in connection with the (v) Loss of Vision, claim or "suit" involving or likely to involve (vi) Loss of Limb, or a sum in excess of the "self-insured (vii)Hospitalization for more than 30 retention"; days. (2)Authorize us to obtain records and other This information must be furnished information; within 30 days from the date such claim is first made; and Page 16 of 23 Form EH 00 02 06 05 (7) Maintain adequate claim records and 3. Legal Action Against Us supporting data which document reserves No person or organization has a right under this for payment of claims, dates and amounts Coverage Part: of any settlements, including specific identification of "claim expenses" incurred a. Tojoin us as a party or otherwise bring us into and paid. a "suit" asking for damages from an insured; d. Acceptance Or Rejection of Settlement or Within The "Self-Insured Retention" b. To sue us under this Coverage Part unless all You,any insured as described in Section II - of its terms have been fully complied with. Who Is an Insured or any insured endorsed to A person or organization may sue us to recover this Coverage Part shall, as respects the "self- on an agreed settlement or on a final judgment insured retention", exercise good faith in against an insured; but we will not be liable for evaluating whether to accept or reject a damages that are not payable under the terms of settlement offer extended by a party making a this Coverage Part or that are in excess of the claim. The failure to exercise such good faith applicable limit of insurance. An agreed by you, and any such insured will relieve us of settlement means a settlement and release of any obligation to pay any sum in excess of the liability signed by us, the insured and the claimant amount of the settlement that could have or the claimant's legal representative. been accepted. 4. Other Insurance e. Obligations At The Insureds Own Cost This insurance is excess over any other No insureds will, except at the insured's own insurance, whether primary, excess, contingent or cost, make or agree to any settlement for a on any other basis, except when purchased sum in excess of the "self-insured retention" specifically to apply in excess of this insurance. without our consent. If this insurance is excess over other insurance, If any insured makes a payment, assumes we will pay only our share of the amount of the any obligation, or incurs any expense, other loss, if any,that exceeds the sum of: than for first aid, without our consent, such (1) The total amount that all such other insurance payment, obligation or expense will be at the would pay for damages in the absence of this insured's own cost. insurance; and f. Insureds Other Insurance (2) The total of all deductible and self-insured If we cover a claim or "suit" under this amounts under all that other insurance. Coverage Part that may also be covered by 5. Premium Audit other insurance available to an insured, such a. We will compute all premiums for this insured must submit such claim or"suit"to the Coverage Part in accordance with our rules other insurer for defense and indemnity. and rates. g. Knowledge Of An Occurrence, Offense, b. Premium shown in this Coverage Part as Claim Or Suit advance premium is a deposit premium only. Paragraphs a. and b. apply to you or to any At the close of each audit period we will insured only when such "occurrence", offense, compute the earned premium for that period claim or"suit" is known to: and send notice to the first Named Insured. (1)You or any insured that is an individual; The due date for audit and retrospective (2) Any partner, if you or an insured is a premiums is the date shown as the due date partnership; on the bill. If the sum of the advance and audit premiums paid for the "policy period" is (3)Any manager, if you or any insured is a greater than the earned premium, we will limited liability company; return the excess to the first Named Insured. (4)Any "executive officer" or insurance c. The first Named Insured must keep records of manager, if you or an insured is a the information we need for premium corporation; computation, and send us copies at such (5)Any trustee, if you or an insured is a trust; times as we may request. or 6. Representations (6) Any elected or appointed official, if you or a. When You Accept This Policy an additional insured is a political By accepting this policy,you agree: subdivision or public entity. (1) The statements in the Declarations are Paragraph g. applies separately to you and any accurate and complete; insured. Form EH 00 02 06 05 Page 17 of 23 (2) Those statements are based upon d. Waiver Of Rights Of Recovery (Waiver Of representations you made to us; and Subrogation) (3) We have issued this policy in reliance If the insured has waived any rights of upon your representations. recovery against any person or organization b. Unintentional Failure To Disclose Hazards for all or part of any payment, including If unintentionally you should fail to disclose all Supplementary Payments, we have madeunder this Coverage Part, we also waive that hazards relating to the conduct of your right, provided the insured waived their rights business that exist at the inception date of this of recovery against such person or Coverage Part, we shall not deny coverage organization in a contract, agreement or under this Coverage Part because of such permit that was executed prior to the injury or failure. damage. 7. Separation Of Insureds g. When We Do Not Renew Except with respect to the Limits of Insurance, If we decide not to renew this Coverage Part, we your responsibility under the "self-insured will mail or deliver to the first Named Insured retention" and any rights or duties specifically shown in the Declarations written notice of the assigned in this Coverage Part to the first Named nonrenewal not less than 30 days before the Insured, this insurance applies: expiration date. a. As if each Named Insured were the only If notice is mailed, proof of mailing will be Named Insured; and sufficient proof of notice. b. Separately to each insured against whom 10. Maintenance of Self-Insured Retention claim is made or"suit" is brought. 8. Transfer Of Rights Of Recovery Against You shall do whatever is required, including provision of sufficient funds, to maintain the "self- Others To Us insured retention" in full effect during the currency a. Transfer of Rights Of Recovery of this policy. If the "self-insured retention" If the insured has rights to recover all or part becomes invalid, suspended, unenforceable or of any payment, including Supplementary uncollectable for any reason, including bankruptcy Payments, we have made under this or insolvency, we shall be liable only to the extent Coverage Part, those rights are transferred to we would have been had such "self-insured us. The insured must do nothing after loss to retention" remained in full effect. impair them. At our request, the insured will The first Named Insured shall give us written bring "suit" or transfer those rights to us and notice as soon as practicable of any change in the help us enforce them. operating status of any "self-insured retention", or b. How Recoveries Shall Be Applied when the sum of all incurred losses and "claim expenses" equals or exceeds 70% of the "self- Recoveries shall be applied to reimburse: insured retention". (1) First, any interest (including the Named 11.Appeals Insured) that paid any amount in excess of our Limits of Insurance; a. For amounts within the "self-insured (2) Second, us, along with any other insurers retention": having a quota share interest at the same (1) If we or you with our consent, elect to level; and appeal a judgment, then any resultant (3)Third, such interests (including the additional expenses, settlements or Named Insured) of whom this insurance is judgments to which this insurance applies shall reduce the amount of the self- excess. insured retention". We shall be liable for However, a different apportionment may be such additional expenses, settlements or made to effect settlement of a claim by judgments that are in excess of the "self- agreement signed by all interests. insured retention". c. Apportionment Among All Interests (2) If you or any insured, without our consent, Reasonable expenses incurred in the exercise elects to appeal a judgment, any resultant of rights of recovery shall be apportioned additional expenses, settlements or among all interests in the ratio of their judgments shall not reduce the amount of respective losses for which recovery is the "self-insured retention". We shall not sought. be liable for such resultant additional Page 18 of 23 Form EH 00 02 06 05 72UENUM3154 COMMERCIAL AUTOMOBILE HA 99 16 12 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED e. Employees as Insureds Paragraph .1. - WHO IS AN INSURED - of (1). Any "employee" of yours while using a Section II - Liability Coverage is amended to covered "auto" you don't own„ hire or add the following: borrow in your business or your personal d. Subsidiaries and Newly Acquired or affairs. Formed Organizations f. Lessors as Insureds The Named Insured shown in the Declarations (1). The lessor of a covered "auto" while the is amended to include: "auto" is leased to you under a written (1) Any legal business entity other than a agreement if: partnership or joint venture, formed as a (a) The agreement requires you to subsidiary in which you have an provide direct primary insurance for ownership interest of more than 50% on the lessor and the effective date of the Coverage Form. (b) The"auto" is leased without a driver. However, the Named Insured does not Such a leased "auto" will be considered a include any subsidiary that is an "insured" covered "auto" you own and not a covered under any other automobile policy or "auto" you hire. would be an "insured" under such a policy but for its termination or the exhaustion of g Additional Insured if Required by Contract its Limit of Insurance. (1) When you have agreed, in a written (2) Any organization that is acquired or contract or written agreement, that a formed by you and over which you person or organization be added as an maintain majority ownership. However, additional insured on your business auto the Named Insured does not include any policy, such person or organization is an newly formed or acquired organization: "insured", but only to the extent such (a) That is a partnership or joint venture, person or organization is liable for "bodily injury" or "property damage" caused by (b) That is an "insured" under any other the conduct of an "insured" under policy, paragraphs a. or b. of Who Is An Insured (c) That has exhausted its Limit of with regard to the ownership, Insurance under any other policy, or maintenance or use of a covered "auto." (d) 180 days or more after its acquisition The insurance afforded to any such or formation by you, unless you have additional insured applies only if the given us notice of the acquisition or "bodily injury" or "property damage" formation. occurs: Coverage does not apply to "bodily injury" (a) During the policy period, and or "property damage" that results from an (b) Subsequent to the execution of such "accident" that occurred before you written contract, and formed or acquired the organization. Form HA 99 16 12 21 Page 1 of 5 (D 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of This insurance is primary if you have time that the written contract requires agreed in a written contract or written such insurance be provided to the agreement that this insurance be primary. additional insured. If other insurance is also primary, we will (2) How Limits Apply share with all that other insurance by the method described in Other Insurance 5.d. If you have agreed in a written contract or written agreement that another person or (2} Primary And Non-Contributory To Other organization be added as an additional Insurance When Required By Contract insured on your policy, the most we will If you have agreed in a written contract or pay on behalf of such additional insured is written agreement that this insurance is the lesser of: primary and non-contributory with the (a)The limits of insurance specified in the additional insured's own insurance, this written contract or written agreement; insurance is primary and we will not seek or contribution from that other insurance. (b) The Limits of Insurance shown in the Paragraphs (1) and (2) do not apply to other Declarations. insurance to which the additional insured has Such amount shall be a part of and not in been added as an additional insured. addition to Limits of Insurance shown in When this insurance is excess, we will have the Declarations and described in this no duty to defend the insured against any Section. "suit" if any other insurer has a duty to defend the insured against that "suit". If no other (3} Additional Insureds Other Insurance insurer defends, we will undertake to do so, If we cover a claim or "suit" under this but we will be entitled to the insured's rights Coverage Part that may also be covered against all those other insurers. by other insurance available to an When this insurance is excess over other additional insured, such additional insured insurance, we will pay only our share of the must submit such claim or "suitt' to the amount of the loss, if any, that exceeds the other insurer for defense and indemnity. sum of: However, this provision does not apply to (1) The total amount that all such other the extent that you have agreed in a insurance would pay for the loss in the written contract or written agreement that absence of this insurance; and this insurance is primary and non-contributory with the additional (2) The total of all deductible and self-insured insured's own insurance. amounts under all that other insurance. (4) Duties in The Event Of Accident, Claim, We will share the remaining loss, if any, by Suit or Loss the method described in SECTION IV- Business Auto Conditions, B. General If you have agreed in a written contract or Conditions, Other Insurance 5.d. written agreement that another person or organization be added as an additional 3. AUTOS RENTED BY EMPLOYEES insured on your policy, the additional Any "auto" hired or rented by your "employee" on insured shall be required to comply with your behalf and at your direction will be the provisions in LOSS CONDITIONS 2. - considered an "auto" you hire. DUTIES IN THE EVENT OF ACCIDENT, The SECTION IV- Business Auto Conditions, B. CLAIM , SUIT OR LOSS — OF SECTION General Conditions, 5. OTHER INSURANCE IV — BUSINESS AUTO CONDITIONS, in Condition is amended by adding the following: the same manner as the Named Insured. 2. Primary and Non-Contributory if Required e. If an "employee's" personal insurance also applies on an excess basis to a covered by Contract "auto" hired or rented by your "employee" on Only with respect to insurance provided to an your behalf and at your direction, this additional insured in A.1.g. - Additional insurance will be primary to the "employee's" Insured If Required by Contract, the following personal insurance. provisions apply: (1) Primary Insurance When Required By Contract Page 2 of 5 Form HA 99 16 12 21 4. AMENDED FELLOW EMPLOYEE EXCLUSION obligation for any difference between the actual EXCLUSION 5. - FELLOW EMPLOYEE - of cash value of the "auto" at the time of the "loss" SECTION II - LIABILITY COVERAGE does not and the "outstanding balance"of the loan/lease. apply if you have workers` compensation "Outstanding balance" means the amount you insurance in-force covering all of your owe on the loan/lease at the time of "loss" less `"employees". any amounts representing taxes; overdue Coverage is excess over any other collectible payments; penalties, interest or charges resulting insurance. from overdue payments; additional mileage charges; excess wear and tear charges; lease 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE termination fees; security deposits not returned by If hired "autos" are covered "autos" for Liability the lessor; costs for extended warranties, credit Coverage and if Comprehensive, Specified life Insurance, health, accident or disability Causes of Loss, or Collision coverages are insurance purchased with the loan or lease; and provided under this Coverage Form for any "auto" carry-over balances from previous loans or you own, then the Physical Damage Coverages leases. provided are extended to "autos" you hire or g, AIRBAG COVERAGE borrow, subject to the following limit. Under Paragraph B. EXCLUSIONS - of SECTION The most we will pay for "loss" to any hired "auto" III - PHYSICAL DAMAGE COVERAGE, the is: following is added: (1) $100,000; The exclusion relating to mechanical breakdown (2) The actual cash value of the damaged or does not apply to the accidental discharge of an stolen property at the time of the "loss"; or airbag. (3) The cost of repairing or replacing the 9. ELECTRONIC EQUIPMENT - BROADENED damaged or stolen property, COVERAGE whichever is smallest, minus a deductible. The a. The exceptions to Paragraphs B.4 - deductible will be equal to the largest deductible EXCLUSIONS - of SECTION III - PHYSICAL applicable to any owned "auto" for that coverage. DAMAGE COVERAGE are replaced by the No deductible applies to `loss" caused by fire or following: lightning. Hired Auto Physical Damage coverage Exclusions 4.c. and 4.d. do not apply to is excess over any other collectible insurance. equipment designed to be operated solely by Subject to the above limit, deductible and excess use of the power from the "auto's" electrical provisions, we will provide coverage equal to the system that, at the time of"loss", is: broadest coverage applicable to any covered "auto" you own. (1) Permanently installed in or upon the We will also cover loss of use of the hired "auto" if covered "auto'; it results from an "accident", you are legally liable (2) Removable from a housing unit which is and the lessor incurs an actual financial loss, permanently installed in or upon the subject to a maximum of$1000 per"accident". covered "auto"; This extension of coverage does not apply to any (3) An integral part of the same unit housing "auto" you hire or borrow from any of your any electronic equipment described in "employees", partners (if you are a partnership), Paragraphs (1)and (2) above; or members (if you are a limited liability company), (4) Necessary for the normal operation of the or members of their households. covered "auto" or the monitoring of the 6. PHYSICAL DAMAGE - ADDITIONAL covered "auto's" operating system. TEMPORARY TRANSPORTATION EXPENSE b. Section III, Physical Damage Coverage, Limit COVERAGE of Insurance, Paragraph C.2. is amended to Paragraph AA.a. of SECTION III - PHYSICAL add the following: DAMAGE COVERAGE is amended to provide a $1,500 is the most we will pay for "loss" in limit of $50 per day and a maximum limit of any one "accident" to all electronic equipment $1,000. (other than equipment designed solely for the T. LOANILEASE GAP COVERAGE reproduction of sound, and accessories used with such equipment) that reproduces, Under SECTION III - PHYSICAL DAMAGE receives or transmits audio, visual or data COVERAGE, in the event of a total "loss" to a signals which, at the time of"loss", is: covered "auto", we will pay your additional legal Form HA 99 16 12 21 Page 3 of 5 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability other location that is not normally used by company; or the "auto" manufacturer for the installation of such equipment; (4) An executive officer or insurance manager, if you are a corporation. (2) Removable from a permanently installed housing unit as described in Paragraph 14. UNINTENTIONAL FAILURE TO DISCLOSE 2.a. above or is an integral part of that HAZARDS equipment; or If you unintentionally fail to disclose any hazards (3)An integral part of such equipment. existing at the inception date of your policy, we will not deny coverage under this Coverage Form c. For each covered "auto", should loss be because of such failure. limited to electronic equipment only, our obligation to pay for, repair, return or replace 15. HIRED AUTO -COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or $250, whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10. EXTRA EXPENSE - BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III -PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III -PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same "accident", the following applies: because of payments we make for damages (1) If the deductible under this Business Auto under this Coverage Form. Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury" means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS -CANCELLATION -applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident" is the first Named Insured written notice of known to: cancellation at least 60 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 99 16 12 21 19. HYBRID, ELECTRIC, OR NATURAL GAS b. A "hybrid" auto is defined as an auto with an VEHICLE PAYMENT COVERAGE internal combustion engine and one or more In the event of a total loss to a "non-hybrid" auto electric motors; and that uses the internal for which Comprehensive, Specified Causes of combustion engine and one or more electric Loss, or Collision coverages are provided under motors to move the auto, or the internal this Coverage Form, then such Physical Damage combustion engine to charge one or more Coverages are amended as follows: electric motors, which move the auto. a. If the auto is replaced with a "hybrid" auto or 20. VEHICLE WRAP COVERAGE an auto powered solely by electricity or In the event of a total loss to an "auto" for which natural gas, we will pay an additional 10%, to Comprehensive, Specified Causes of Loss, or a maximum of $2,500, of the "non-hybrid" Collision coverages are provided under this auto's actual cash value or replacement cost, Coverage Form, then such Physical Damage whichever is less, Coverages are amended to add the following: b. The auto must be replaced and a copy of a In addition to the actual cash value of the "auto", bill of sale or new lease agreement received we will pay up to $1,000 for vinyl vehicle wraps by us within 60 calendar days of the date of which are displayed on the covered "auto" at the "loss," time of total loss. Regardless of the number of c. Regardless of the number of autos deemed a autos deemed a total loss, the most we will pay total loss, the most we will pay under this under this Vehicle Wrap Coverage provision for Hybrid, Electric, or Natural Gas Vehicle any one "loss" is $5,000. For purposes of this Payment Coverage provision for any one coverage provision, signs or other graphics "loss" is$10,000. painted or magnetically affixed to the vehicle are For the purposes of the coverage provision, not considered vehicle wraps. a. A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. Form HA 99 16 12 21 Page 5 of 5 (1) Permanently installed in or upon the (2) A partner, if you are a partnership; covered "auto" in a housing, opening or (3) A member, if you are a limited liability, other location that is not normally used by company; or the"auto" manufacturer for the installation of such equipment; {4} An executive officer or insurance manager, if you are a corporation. (2) Removable from a permanently installed 14. UNINTENTIONAL FAILURE TO DISCLOSE housing unit as described in Paragraph 2.a. above or is an integral part of that HAZARDS equipment; or If you unintentionally fail to disclose any hazards (3)An integral part of such equipment. existing at the inception date of your policy, we c. For each covered "auto", should loss be will not deny coverage under this Coverage Form limited to electronic equipment only, our because of such failure. obligation to pay for, repair, return or replace 15. HIRED AUTO -COVERAGE TERRITORY damaged or stolen electronic equipment will SECTION IV, BUSINESS AUTO CONDITIONS, be reduced by the applicable deductible PARAGRAPH B. GENERAL CONDITIONS, 7. - shown in the Declarations, or$250,whichever POLICY PERIOD, COVERAGE TERRITORY - is deductible is less. added to include the following: 10. EXTRA EXPENSE-BROADENED COVERAGE (6) For short-term hired "autos", the coverage Under Paragraph A. -COVERAGE - of SECTION territory with respect to Liability Coverage is III - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insureds" responsibility to pay damages for "auto"to you. "bodily injury" or "property damage" is 11. GLASS REPAIR-WAIVER OF DEDUCTIBLE determined in a "suit," the "suit" is brought in the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of and possessions of the United States of SECTION III -PHYSICAL DAMAGE COVERAGE, America, Puerto Rico or Canada or in a the following is added: settlement we agree to. No deductible applies to glass damage if the glass 16. WAIVER OF SUBROGATION is repaired rather than replaced. Paragraph 5. TRANSFER OF RIGHTS OF 12. TWO OR MORE DEDUCTIBLES RECOVERY AGAINST OTHERS TO US - of Under Paragraph D. - DEDUCTIBLE - of SECTION IV - BUSINESS AUTO CONDITIONS SECTION III -PHYSICAL DAMAGE COVERAGE, A. Loss Conditions is amended by adding the the following is added: following: If another Hartford Financial Services Group, Inc. We waive any right of recovery we may have company policy or coverage form that is not an against any person or organization with whom you automobile policy or coverage form applies to the have a written contract that requires such waiver same"accident", the following applies: because of payments we make for damages (1) If the deductible under this Business Auto under this Coverage Form. Coverage Form is the smaller (or smallest) 17. RESULTANT MENTAL ANGUISH COVERAGE deductible, it will be waived; The definition of "bodily injury" in SECTION V- (2) If the deductible under this Business Auto DEFINITIONS, C. is replaced by the following: Coverage Form is not the smaller (or "Bodily injury' means bodily injury, sickness or smallest) deductible, it will be reduced by the disease sustained by any person, including amount of the smaller (or smallest) mental anguish or death resulting from any of deductible. these. 13. AMENDED DUTIES IN THE EVENT OF 18. EXTENDED CANCELLATION CONDITION ACCIDENT, CLAIM, SUIT OR LOSS Paragraph 2. of the COMMON POLICY The requirement in LOSS CONDITIONS 2.a. - CONDITIONS -CANCELLATION -applies except DUTIES IN THE EVENT OF ACCIDENT, CLAIM, as follows: SUIT OR LOSS - of SECTION IV - BUSINESS If we cancel for any reason other than AUTO CONDITIONS that you must notify us of an nonpayment of premium, we will mail or deliver to "accident" applies only when the "accident' is the first Named Insured written notice of known to: cancellation at least 50 days before the effective (1) You, if you are an individual; date of cancellation. Page 4 of 5 Form HA 991512 21