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HomeMy WebLinkAboutBRAINFUSE, LLC INSURANCE ON FILE WORK MAY PROCEED UNTk INSURANA EXI'JK'3 N-2025-220 CITY CLEk, °ATE. AUG 2 8 20 0' ��brAry Scrv;cQg(ta) AGREEMENT BETWEEN CITY OF SANTA ANA AND BRAINFUSE LLC FOR ONLINE DyIQK k3ar1'o CDz) TUTORING SERVICES PROGRAM THIS AGREEMENT is made and entered into this 26' day of August, 2025 by and between Brainfuse, LLC, a limited liability company organized and existing under the laws of the State of Delaware (hereinafter, "Brainfuse"), and 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 on behalf of the Santa Ana Public Library("City"or"Library") WITNESSETH: WHEREAS, Brainfuse is engaged in the development and provision of educational services and content; and WHEREAS, the parties desire to supply Library students with an online tutoring services program pursuant to the teens set forth herein. NOW,THEREFORE, in consideration of the mutual promises of each party to the other contained herein, it hereby is mutually agreed as follows: ARTICLE I- PURPOSE Brainfuse shall provide online tutoring to Library students pursuant to the terms set forth herein. ARTICLE H - RESPONSIBILITIES OF THE PARTIES Section 2.1 Responsibilities of Brainfuse a. Brainfuse shall prepare and provide instant access homework help for Library students in mathematics, English, social studies, and science to the Library (hereinafter, the "Brainfuse Program"). A copy of the Brainfuse Program renewal quote, listing services included, is attached hereto as Exhibit"A"and incorporated by reference. b. The Brainfuse Program shall serve all eligible students Monday through Sunday for nine hours per day from 1 PM PT to 10 PM PT. c. Brainfuse shall make its online tutors available through any compatible computer to participating students,both within and without the Library facility. d. Brainfuse shall ensure that all employees, subcontractors, and any volunteers are fingerprinted and background checked prior to conducting any work pursuant to this Agreement. Provider shall not assign any employee,agent,subcontractor,volunteer or the Provider personally to provide services pursuant to this Agreement, if that employee, agent, subcontractor, volunteer, or the Provider personally are required to register as a sex offender under California Penal Code Section 290 et seq,have a conviction for any crime of moral turpitude,have a conviction for a sexual based crime, have a conviction for a violent felony as defined in California Penal Code Section 667.5(c), or has a conviction for a serious felony as defined in California Penal Code Section 1192.7(c). Disqualifying convictions include but are not limited to, violations of California Penal Code Sections 37, 128, 136.1 with Section 186.22, 187, 190-190.4 and 192(a),205,206,207-209.5,211, 212,212.5,213,214,215,218-219,220,236,1(b)or 236.1(c),243.4,261,261.5,273.5,262,264.1, 266,266c, 266h,266i,266j, 267,269,272,273a,273ab, 273d,285,286,288, 288a, 288.2,288.3, 1 288.4,288.5,288.7,289,290,311.1,311.2,311.3,311.4,311.10,311.11,314,347(a),368,417(b), 451(a),518 with 186.22, 647.6, 653f(c),664 and 187,667.5(c), 18745, 18750,or 18755, 12022.53, 11418(b)(1) or(b)(2);Business and Professions Code Section 729, Section 2.2 Responsibilities of Library a. The Library shall provide computers with Internet access, suitable for use by the Brainfuse application for students participating in the Brainfuse Program. b. Technical support staff from Library shall cooperate in good faith with Brainfuse to ensure that the Brainfuse Program is accessible from Library computers. c. The Library shall cooperate in good faith with Brainfuse's efforts to encourage participation in the Brainfuse Program. d. The Library understands the Brainfuse Program is designed as a student-initiated homework assistance service and may not be used as part of school or class-wide mandated assignments. ARTICLE III-LIABILITY Brainfuse shall not be responsible or liable for any disruption,pause or cessation of the Brainfuse Program or Software caused by actions or events beyond Brainfuse's immediate control, including,but not limited to, Internet disruptions, the Library's computers, hardware malfunctions, firewall restrictions, browser incompatibilities,other systems problems,or the failure of students to attend sessions. ARTICLE IV-COMPENSATION AND EXPENSES Section 4.1 Compensation The Library shall pay to Brainfuse a fee of$20,000.00 for the Brainfuse Program during the duration of this Agreement, Invoice shall be paid within 45 calendar days from receipt of invoice. Brainfuse reserves the right to withhold service pending processing and payment of invoices by the Library. Section 4.2 Expenses Except as provided otherwise herein, the parties to this Agreement shall be responsible for their own expenses, including taxes and general administrative expenses. Brainfuse shall not be responsible for providing the necessary hardware or software (including, but not limited to, computers, speakers, microphones, Internet access, as well as browsers and firewall modifications) for the proper operation of the Brainfuse Program or Software. ARTICLE V-TERM OF THE AGREEMENT This Agreement shall remain valid through August 25th,2026. ARTICLE VI-NOTICES AND LEGAL ADDRESSES OF THE PARTIES Section 6.1 Legal Addresses, All notices or other communications required or which may be given hereunder shall be addressed and forwarded as set forth herein. Any such notice if sent to Library shall be addressed as follows: 2 City Cleric Executive Director, City of Santa Ana Library Services Agency 20 Civic Center Plaza(M-30) City of Santa Ana P.O. Box 1988 20 Civic Center Plaza(M-75) Santa Ana,CA 92702-1988 P.O.Box 1988 Fax: 714-647-6956 Santa Ana,California 92702 Any such notice if sent to Brainfuse shall be addressed as follows: Troy Weiman Director of Accounts Brainfuse,LLC 271 Madison Avenue Third Floor New York,New York 10016 Fax: 303-957-5664 Section 6.2 Electronic Transmissions. Any notice, invoice or other communication hereunder shall be deemed to have been properly transmitted when sent by telegraph,telecopy, cable transmission,or any other form of electronic communication, and shall be deemed to have been given on the date of receipt thereof. ARTICLE VU-GENERAL PROVISIONS Section 7.1 Insurance Requirements. Attached hereto as Exhibit B. Section 7.2 Survival. The representations, warranties, general covenants, and indemnities contained herein shall survive the termination of this Agreement. Section 7.3 Applicable Law. This Agreement shall be construed in accordance with,and governed by the laws of the State of California. Section 7.4 Entire Agreement. This instrument contains the entire agreement between the parties and supersedes all other prior negotiations, undertakings, notes, memoranda, and agreements, whether written or oral, concerning the specific subject matter hereof, and may only be modified, altered, changed, or amended by agreement between the parties in writing. Section 7.5 Waiver. No waiver, alteration, amendment, or modification of this Agreement, or any covenant, condition, or limitation contained in this Agreement is valid unless in writing and duly executed by the party to be charged therewith. Section 7.6 Ille all Enenforceabilit . In the event that any provision of this Agreement is declared illegal or unenforceable in any respect under applicable law, rule, or court decision, (1) the validity, legality, and enforceability of the remaining provisions hereof shall not in any way be affected or impaired, and(2) this Agreement shall be construed so as to effectuate as nearly as possible the intent of said provision and the intent of the parties hereto. Section 7.7 Successors and Assigns. This Agreement, and the rights and benefits under this Agreement,shall not be assignable,without the written consent of each of the parties hereto. 3 Section 7.8 Facsimile__Signatures. The parties agree that facsimile signature of this Agreement shall be deemed to be valid,binding, and legally enforceable. Section 7.9 Termination. This Agreement may be terminated by City upon thirty (30) written notice. In the event such termination is exercised by City due to failure by Brainfuse to provide services which meet the standard of performance expected of a professional firm in the field, any amounts paid shall be refunded on a prorated basis. IN WITNESS WHEREOF the parties hereto have set their hands as of the date above written. City of Santa Ana Brainfuse,LLC Troy Weiman(Aug 22,202512:44:12 PDT) varo Nunez Troy Weiman City Manager Director of Accounts ATTEST: �f 9ax�s a Jennif r L. 11 Ci APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: �= onathan T.Martine Assistant City Attorney RECOMMENDED FOR APPROVAL: g. Brian Sternberg(Aug 22,202512:03:18 PDT) Brian Sternberg Executive Director Library Services Agency 4 Exhibit A Ll brainfuse Ignite your Mind RENEWAL FORM SYSTEM: Santa Ana Public Library, CA SERVICE(S): HelpNOw • Live Online Homework Help • Live Skills-Building • Online Writing Lab • Test Preparation • 24/7 Question Center • Foreign Language Lab • MEET TM Brainwave TM TERM: 1-year DATE OF RENEWAL: 08/26/2025 FEE: $ 20,000.00 ACCEPTED: See Agreement Signature Page Date: (Signature) Name: (Print) Title: Please return completed form by: Email to: renewals@brainfuse.com Fax to: (303) 957-5664 Mail to: Brainfuse (Attu; Joi Yau) 271 Madison Ave. -3rd Floor New York, NY 10016 Exhibit B — Insurance Requirements Brainfuse shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with products and materials supplied to City.Total cost of such insurance shall be borne by Brainfuse. MINIMUM SCOPE AND LIMIT OF INSURANCE Commercial General Liability(CGL):coverage shall be at least as broad as Insurance Services 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. If Brainfuse maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Brainfuse. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The insurance policies are to contain,or be endorsed to contain,the following provisions: 1. City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on Brainfuse's CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Brainfuse including materials, parts, equipment,and personnel furnished in connection with such work or operations. 2. Insurance company agrees to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of the Brainfuse's CGL which arise from work performed by Brainfuse for City. 3. For any claims related to this contract, Brainfuse's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Brainfuse'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. Insurance policy required herein shall provide that coverage shall not be canceled, suspended, 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. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana,Attention: Library Services,20 Civic Center Plaza, M-75,Santa Ana, CA 92701. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A:Vll, unless otherwise acceptable to City. Verification of Coverage Brainfuse shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by 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 Brainfuse's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Events Coverage Special events coverage is available and can be purchased by Brainfuse. Use this link to learn more: https://2sparta.com/selip application.php. Special Risks or Circumstances City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. City reserves the right to modify or waive insurance requirements for certain low risk recreational activities. Brainfuse - Draft Agreement (2025) unsigned Final Audit Report 2025-08-22 Created: 2025-08-22 By: Dylan Dario(ddario@santa-ana,org) Status: Signed Transaction ID: CBJCHBCAABAAEMGYdw-T2AgUwEOVhHc_YjaY116hdXpj "Brainfuse - Draft Agreement (2025) unsigned" History f� Document created by Dylan Dario (ddario@santa-ana.org) 2025-08-22-6:46:02 PM GMT Document emailed to Brian Sternberg (bsternberg@santa-ana.org)for signature 2025-08-22-6A6:07 PM GMT i Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2025-08-22-7:02:09 PM GMT ® Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signaturo Date:2025-08-22-7:03:18 PM GMT-Time Source:server Document emailed to Troy Weiman (tweiman@brainfuse.com)for signature 2025-08-22-7:03:20 PM GMT Email viewed by Troy Weiman (tweiman@brainfuse.com) 2025-08-22-7:43:36 PM GMT a Document e-signed by Troy Weiman (tweiman@brainfuse.com) Signature Date:2025-08-22-7:44:12 PM GMT-Time Source:server Agreement completed. 2025-08-22-7:44:12 PM GMT Adobe Acrobat Sign AC RQ o® CERTIFICATE OF LIABILITY INSURANCE DATE(MM1DDlYYYY) `.� 7/24/2025 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 1NSURER(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 Woodruff-Sawyer&Co. 1NS Certificates FAX PHONE 50 California Street, Floor 12 844-972-6326 Arc No San Francisco CA 94111 ADDRESS: certificates@woodruffsawyer.com INSURERS AFFORDING COVERAGE NAIC R License#:0329598 INSURER A:Hanover American Insurance Company 36064 INSURED BRAILLC-01 INSURERB:Travelers Insurance Company Limited Brainfuse LLC 271 Madison Ave. INSURERG:Beazley Insurance Company 37540 New York NY 10016 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER;1294496636 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 ADDL SUER POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDDIYYYY MMIDDNYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y ZBY5430331 5116/2025 6/16/2026 EACHOCCURRENCE $2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ha occurrence $100,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 X POLICY❑ JPRO- E CT LOC PRODUCTS-COMPIOPAGG $IrrCluded OTHER: $ A AUTOMOBILE LIABILITY Y Y ZBY5430331 5/16/2025 511612026 COMBINED SINGLE LIMIT $1,000.000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Par acci Jart $ A X UMBRELLA LIAB X ,OCCUR Y Y UHYJ251489 11/21/2024 11/21/2025 EACH OCCURRENCE $1,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE $1,000,000 DEC RETENTION$ $ g WORKERS COMPENSATION Y UB4J00 1 1 622342G 8/8/2024 8/812025 X gTATUTE ERH AND EMPLOYERS'LIABILITY Y r N ANYPROPRIETOPJPARTNERlEXECIITIVE E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBEREXCLUDED7 NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Sexual Abuse&Molestation B0621 PBRA1002524 10/16/2024 1011612025 Per Claim/Aggregate $2.00,000 C Professional Lability Y W35612240201 11/21/2024 11/21/2025 Per ClaimlAggregate $2.00,000 Retroactive Date.919103 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Sexual Abuse&Molestation Tu Iran APPROVED Tu—Ngmye Retention: $25,000 Nguyen BY Tu Tran Nguyen a1 7.54 am,Aug 07,2025 Retroactive Date; 10116/2024 City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are included as Additional Insured as respects General Liability, Automobile Liability and Umbrella Liability on a Primary and Non-contributory basis with a waiver of subrogation to the extent provided in the selected pages of the attached forms. CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attention: Library Services, Dylan Dario 20 Civic Center Plaza, M-42 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE d 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Subrogation If any payment is made under this Policy and there is available to the Underwriters any of the Insured's rights of recovery against any other party, then the Underwriters will maintain all such rights of recovery. The Insured will do whatever is reasonably necessary to secure such rights and will not do anything after an incident or event giving rise to a Claim or Loss to prejudice such rights. If the Insured has waived its right to subrogate against a third party through written agreement made before an incident or event giving rise to a Claim or Loss has occurred, then the Underwriters waive their rights to subrogation against such third party. Any recoveries will be applied first to subrogation expenses, second to Loss paid by the Underwriters, and lastly to the Retention.Any additional amounts recovered will be paid to the Named Insured. Other Insurance The insurance under this Policy will apply in excess of any other valid and collectible insurance available to any Insured unless such other insurance is written only as specific excess insurance over this Policy. Provided, however, this Policy will become primary and non-contributory insurance as respects any insurance maintained by an Additional Insured if primary insurance is required by a contract in place between the Additional Insured and the Insured Organization, but only with respect to any Claim arising solely from the Media, Tech, Data & Network Liability insuring agreements. Action Against the Underwriters No action will lie against the Underwriters or the Underwriters' representatives unless and until, as a condition precedent thereto, the Insured has fully complied with all provisions, terms and conditions of this Policy and the amount of the Insured's obligation to pay has been finally determined either by judgment or award against the Insured after trial, regulatory proceeding, arbitration or by written agreement of the Insured, the claimant, and the Underwriters. No person or organization will have the right under this Policy to join the Underwriters as a party to an action or other proceeding against the Insured to determine the Insured's liability, nor will the Underwriters be impleaded by the Insured or the Insured's legal representative. The Insured's bankruptcy or insolvency of the Insured's estate will not relieve the Underwriters of their obligations hereunder. Entire Agreement By acceptance of the Policy, all Insureds agree that this Policy embodies all agreements between the Underwriters and the Insured relating to this Policy. Notice to any agent, or knowledge possessed by any agent or by any other person, will not effect a waiver or a change in any part of this Policy or stop the Underwriters from asserting any right under the terms of this Policy; nor will the terms of this Policy be waived or changed, except by endorsement issued to form a part of this Policy signed by the Underwriters. Mergers or Consolidations If during the Policy Period the Named Insured consolidates or merges with or is acquired by another entity, or sells more than 50% of its assets to another entity, then this Policy will continue to remain in effect through the end of the Policy Period, but only with respect to events, acts or incidents that occur prior to such consolidation, merger or acquisition. There will be no coverage provided by this Policy for any other Claim or F00731 Page 23 of 24 022019 ed. UHYJ251489 (1) To which this insurance does not apply; Your"executive officers" and directors or are insureds, but only with respect to (2) If any other insurer has a duty to their duties as your officers or directors. defend. Your stockholders are also insureds, b. Where we have the duty to defend, we but only with respect to their liability as stockholders. may, at our discretion, investigate any "occurrence" or offense and settle any (5) A trust, you are an insured. Your claim or"suit". trustees are also insureds, but only c. Where we have no duty to defend,we have with respect their duties as trustees, the right to participate in the investigation b. Each of the following is also an insured: and settlement of any claim, and defense (1) Your "volunteer workers" only while of any"suit",that we feel may create liability performing duties related to the on our part under the terms and conditions conduct of your business, or your of this policy. If we exercise this right, we "employees", other than your will do so at our own expense. "executive officers" (if you are an d. Our duty to defend ends when we have organization other than a partnership, used up the applicable Limit of Insurance in joint venture or limited liability the payment of judgments, settlements, company) or your managers(if you are related costs or expenses. a limited liability company), but only for Ili. WHO IS AN INSURED acts within the scope of their employment by you or while 1. Coverage A— Follow Form Excess Liability performing duties related to the Who Is An Insured: conduct of your business. However, The following persons or organizations qualify none of these "employees" or as an insured: "volunteer workers" is an insured for; a. The named insured stated in Item 1 of the (a) "Bodily injury", "personal injury" or Declarations; and "advertising injury": b. Any other person or organization qualifying (i) To you, to your partners or as an insured under the "underlying members (if you are a insurance"but not beyond the extent of any partnership or joint venture),to limitation imposed under any contract or a co-"employee" while in the agreement. course of his or her employment or performing 2. Coverage B— Umbrella Liability Who Is An duties related to the conduct of Insured: your business, or to your other a. If you are designated in the Declarations "volunteer workers" while as: performing duties related to (1) An individual, you and your spouse are the conduct of your business; insureds, but only with respect to the (11) To the spouse, child, parent, conduct of a business of which you are brother or sister of the the sole owner. "employee" or "volunteer (2) A partnership or joint venture, you are worker" as a consequence of an insured. Your members, your paragraph (a)(1) above; partners, and their spouses are also (iii) For which there is any insureds, but only with respect to the obligation to share damages conduct of your business, with or repay someone else (3) A limited liability company, you are an who must pay damages because of the injury insured. Your members are also described in paragraphs (a){1) insured's, but only with respect to the or(crib)above; or conduct of your business. Your managers are insureds, but only with (iv)Arising out of his or her respect to their duties as your providing or failing to provide managers. professional health care (4) An organization other than a services. partnership, joint venture or limited (br "Property Damage"to property: liability company, you are an insured. 475-0001 01 23 Includes copyrighted material of Insurance Services Office,Inc,with Its permission. page 4 of 19 Copyright 2023 The Hanover Insurance Company. All rights reserved. UHYJ251 A 89 (1) Owned, occupied or used by; With respect to Coverage A -- Follow Form (ii) Rented to, in the care, custody Excess Liability, this insurance applies or control of, or over which anywhere that the applicable "underlying physical control is being insurance" applies, exercised for any purpose by; 2. Coverage B—Umbrella Liability: you, any of your "employees", With respect to Coverage B — Umbrella "volunteer workers", any partner or Liability, this insurance applies anywhere in member(if you are a partnership or the world, with the exception of any country or joint venture), or any member (if jurisdiction subject to sanctions or embargo by you are a limited liability company). the United States of America. (2) Any person (other than your V. SUPPLEMENTAL PAYMENTS "employee" or "volunteer worker"), or Applicable to Both Coverage A -- Follow Form any organization while acting as your Excess Liability and Coverage B — Umbrella real estate manager. Liability (3) Any person or organization having 1, We will pay the following expenses in addition proper temporary custody of your to the Limit of Insurance with respect to any property if you die, but only: claim we investigate or settle, or any "suit" (a) With respect to liability arising out against an insured we defend, to the extent of the maintenance or use of that such expenses are not covered by "underlying property; and insurance" or"other insurance": (b) Until your legal representative has a. All expenses we incur. been appointed. b. Up to$2,000 for cost of bail bonds required (4) Your legal representative if you die, but because of accidents or traffic law only with respect to duties as such. violations arising out of the use of any That representative will have all your vehicle to which this coverage applies. We rights and duties under this Coverage do not have to furnish these bonds. Part. c. The premium costs of appellate bonds or c. Any organization you newly acquire or bonds to release attachments, but only for form, other than a partnership,joint venture bond amounts within the applicable Limit of or limited liability company, and over which Insurance.We do not have to furnish these you maintain ownership or a majority bonds. interest, will qualify as a Named Insured if d. Reasonable expenses incurred by an there is no other similar insurance available insured at our request to assist us in the to that organization. However, investigation or defense of the claim or (1) Coverage under this provision is "suit", including actual loss of earnings up afforded only until the 9011,day after you to $1000 a day because of time off from acquire or form the organization or the work. end of the policy period, whichever is e. All costs taxed against an insured in the earlier. "suit", except any: (2) Coverage does not apply to "bodily (1) Attorneys' fees or litigation expenses; injury" or "property damage" that or occurred before you acquired or formed the organization; and (2) Other loss, cost or expense in (3) Coverage does not apply to "personal connection with any injunction or equitable relief. injury" and "advertising injury" arising out of an offense committed before you f. Pre-judgment interest awarded against the acquired or formed the organization. insured on that part of the judgment we No person or organization is an insured pay. If we make an offer to pay the applicable Limit of Insurance, we will not with respect to the conduct of any current pay any prejudgment interest based on or past partnership,joint venture or limited that period of time after the offer. liability company that is not shown as a Named Insured in the Declarations. g. All interest on the full amount of any IV. COVERAGE TERRITORY judgment that accrues after entry of the judgment and before we have paid, offered 1. Coverage A—Follow Form Excess Liability: to pay, or deposited in court that part of the 475-0001 01 23 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Page 5 of 19 Copyright 2023 The Hanover Insurance Company. All rights reserved. i UHYJ251489 judgment that is within our applicable limit 6. If the applicable aggregate limit has been of insurance. reduced to any amount that is less that the 2. Our obligation to make these payments ends Each Occurrence Limit, the remaining amount when we have used up the applicable Limit of of such applicable aggregate is the most that Insurance. will be available for any other payments. 3. If the Limits of Insurance of any "underlying 7. If the Limits of Insurance of any "underlying insurance" are reduced by defense expenses insurance" are reduced by defense expenses under the terms of that policy, then any under the terms of that policy,then any defense Supplemental Payments we make to defend expense payments we make to defend any any insured will reduce our applicable Limits of insured will reduce our applicable Limits of Insurance in the same manner. Insurance in the same manner. 4. If the law of a country orjurisdiction prohibits us 8. The Aggregate Limits of this policy apply from paying a Supplementary Payment,we will separately to each consecutive annual period. reimburse you for a Supplementary Payment If our policy period is extended to a period you have incurred with our consent. greater than twelve (12) months, the extended period will be considered part of the original VI. LIMITS OF INSURANCE policy period for determining the Limits of Applicable to Both Coverage A -- Follow Form Insurance. Excess Liability and Coverage B — Umbrella VII. EXCLUSIONS Liability 1. Applicable to both Coverage A—Follow Form 1. The limits of insurance shown in the Excess Liability and Coverage B—Umbrella Declarations and the rules below fix the most Liability we will pay regardless of the number of: a. Insureds; This insurance does not apply to: a. Access Or Disclosure Of Confidential Or b. Claims made or"suits" brought; Personal Information And Data-Related c. Persons or organizations making claims or Liability bringing "suits"; or Any liability or expense arising out of: d. Coverages provided by this policy. (1) Any access to or disclosure of any 2. Subject to the Each Occurrence Limit, the person's or organization's confidential Products-Completed Operations Aggregate or personal information, including Limit shown in the Declarations is the most we patents, trade secrets, processing will pay for the sum of damages included in the methods, customer lists, financial "products-completed operations hazard". information, credit card information, 3. Subject to the Each Occurrence Limit, the health information or any other type of General Aggregate Limit shown in the nonpublic information; or Declarations is the most we will pay for the sum (2) The loss of, loss of use of, damage to, of all damages, except: corruption of, inability to access, or a. Damages Included in the "products - inability to manipulate electronic data. completed operations hazard"; or This exclusion applies even if claims are b. Otherwise covered by "underlying made or "suits" brought for notification insurance", but to which no aggregate limit costs, credit monitoring expenses,forensic in such underlying insurance applies. expenses, public relations expenses or any 4. The Each Occurrence Limit shown in the other loss,cost or expense incurred by you or others arising out of that which is Declarations is the most we will pay for described in Paragraph (1)or(2)above. damages arising out of any one"occurrence"or offense under Coverage A — Follow Farm However, unless Paragraph (1) above Excess Liability and Coverage B— Umbrella applies, this inn does not apply to Liability combined, even if such loss is or liability or expense because of "bodily otherwise would be covered in whole or part injury". under more than one"underlying insurance". As used in this exclusion, electronic data 5. Any amount paid for loss will reduce the means information, facts or programs amount of the applicable aggregate limit stored as or on, created or used on, or available for any other payments. transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, 476-0001 0123 Includes copyrighted material of Insurance Services Office,Inc.with its permission. Page 6 of 19 Copyright 2023 The Hanover Insurance Company. All rights reserved. UHYJ251489 b. The terms and conditions of "underlying rating basis shown on the Declarations or insurance" will not materially change, as stated in an endorsement issued by us. unless we agree otherwise. The terms and Audit premiums are due and payable on conditions or renewals or replacements of notice to the first Named insured. If the sum "underlying insurance"will be materially the of the advance and audit premiums paid for same as prior coverage unless we agree the policy term is greater than the earned otherwise. premium, we will return the excess to the c. The total applicable limits of "underlying first Named Insured, but not if such audit insurance" shall not decrease, except for premium is less than the minimum any reduction or exhaustion of aggregate premium shown in the Declarations. limits by payment of loss. Reduction or c. The first Named Insured must keep records exhaustion of any aggregate limit of liability of the information we need for premium or limit of insurance in any "underlying computation and send us copies as we insurance" by payments for judgments, may request. settlements or expense will not be a failure 16. Representations to maintain "underlying insurance" in full - force and effect. By accepting this policy, you agree: d. No statement contained in this Condition a. The statements in the Declarations are limits our right to cancel or not renew this accurate and complete; policy. b. Those statements are based upon e. Your failure to comply will not invalidate this representations you made to us; and policy, but this policy will apply as if the c. We have issued this policy in reliance upon "underlying insurance"was so maintained. your representations. 13. Other Insurance If unintentionally you should fail to disclose all a. This insurance is excess over any "other hazards at the inception of this policy,we shall insurance", whether primary, excess, not deny coverage under this policy because of contingent or on any other basis. This such failure, condition will not apply to insurance 16. Separation of Insureds specifically purchased as excess over this Except with respect to the limits of Insurance policy, and any rights or duties specifically assigned to b. We have no duty to defend the insured the first Named Insured, this insurance applies: against any claim or "suit" if any other a. As if each Named Insured were the only insurer has a duty to defend such insured Named Insured; and against that claim or"suit". c. This insurance is not subject to the terms b. Separately to each insured against wham claim is made or"suit" brought. or conditions of any"other insurance". d. We will pay only our share of the amount of 17. Titles of Paragraphs loss, if any, that exceeds the sum of the The titles of paragraphs in this policy are total: inserted solely for convenience or reference. (1) Amount that all"other insurance"would Such titles do not limit, define or affect the pay for loss in the absence of this provisions to which they relate. insurance; and 18. Transfer of Rights of Recovery Against (2) Of all deductible and self-insurance Others to Us amounts under all "other insurance". If an insured has rights to recover all or part of any payment we have made under this policy, 14. Premium Audit those rights are transferred to us. An insured a. We will compute all premiums for this policy must do nothing after loss to impair such rights. in accordance with our rules, rates, rating At our request, an insured will bring "suit" or plans, premiums and minimum premiums transfer those rights to us and help us enforce applicable to this insurance. them. b. If the premium for this policy is stated in the Any recoveries will be apportioned in the Declarations as being subject to inverse order of payment of loss to the extent adjustment, at the close of each audit of actual payment. The expenses of all such period, we will compute the earned recovery proceedings shall be apportioned in premium for that period using the rates and the ratio of their respective recoveries. 475-0001 01 23 Includes copyrighted material of Insurance Services Office, Inc.with its permission. Page 14 of 19 Copyright 2023 The Hanover Insurance Company. All rights reserved. TRAVELERS J� WORKERS COMPENSATION AND ONE TOWER SQUARE EMPLOYERS LIABILITY POLICY HARTFORD CT 06183 ENDORSEMENT WC 00 03 13 (00)- 0o1 POLICY NUMBER: UB4J0017.622342G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER, PAGE 1 OF 1 ZBF 5430331 30 5701220 19 Mobile Equip- Only those"autos"that are land vehicles and that would qualify under the definition ment Subject To of"mobile equipment"under this policy if they were not subject to a compulsory or Compulsory Or financial responsibility law or other motor vehicle insurance law where they are li- Financial Re- censed or principally garaged. sponsibility Or Other Motor Ve- hicle Insurance Law Only B. Owned Autos You Acquire After The Policy SECTION II—LIABILITY COVERAGE Begins A. Coverage 1. If Symbols 1, 2, 3, 4, 6, 6 or 19 are entered We will pay all sums an "insured" legally must pay next to a coverage in Item Two of the Declara- as damages because of"bodily injury" or"property tions, then you have coverage for "autos" that damage" to which this insurance applies, caused you acquire of the type described for the re- by an "accident" and resulting from the ownership, mainder of the policy period. maintenance or use of a covered"auto". 2. But, if Symbol 7 is entered next to a coverage We will also pay all sums an "insured" legally must in Item Two of the Declarations, an "auto" you pay as a "covered pollution cost or expense" to acquire will be a covered "auto" for that cover- which this insurance applies, caused by an "acci- age only if: dent" and resulting from the ownership, mainte- a. We already cover all "autos" that you own nance or use of covered "autos". However, we will for that coverage or it replaces an "auto" only pay for the "covered pollution cost or ex- you previously owned that had that cover- pense" if there is either "bodily injury' or "property age; and damage" to which this insurance applies that is b. You tell us within 30 days after you acquire caused by the same "accident". it that you want us to cover it for that cover- We have the right and duty to defend any"insured" age. against a "suit" asking for such damages or a C. Certain Trailers, Mobile Equipment And covered pollution cost or expense". However, we Temporary Substitute Autos have no duty to defend any "insured" against a "suit" seeking damages for"bodily injury" or"prop- If Liability Coverage is provided by this Coverage erty damage" or a "covered pollution cost or ex- Form, the following types of vehicles are also cov- pense" to which this insurance does not apply. We ered "autos"for Liability Coverage: may investigate and settle any claim or"suit"as we 1. "Trailers" with a load capacity of 2,000 pounds consider appropriate. Our duty to defend or settle or less designed primarily for travel on public ends when the Liability Coverage Limit of Insur- roads. ance has been exhausted by payment of judg- 2. "Mobile equipment" while being carried or ments or settlements. towed by a covered"auto". 1. Who Is An Insured 3. Any "auto" you do not own while used with the The following are "insureds": permission of its owner as a temporary substi- a. You for any covered "auto". tute for a covered "auto" you own that is out of service because of its: b. Anyone else while using with your permis- sion a covered "auto" you own, hire or bor- a. Breakdown; row except: b. Repair; (1) The owner or anyone else from whom c. Servicing; you hire or borrow a covered "auto". This d. "Loss"; or exception does not apply if the covered "auto" is a "trailer" connected to a cov- e. Destruction. ered "auto"you own. Page 2 of 12 CA 00 0103 06 0 ISO Properties, Inc., 2005 ZBF 5430331 30 5701220 (2) Your "employee" if the covered "auto" is b. Out-Of-State Coverage Extensions owned by that "employee" or a member While a covered "auto" is away from the of his or her household. state where it is licensed we will: (3) Someone using a covered "auto" while (1) Increase the Limit of Insurance for Li- he or she is working in a business of ability Coverage to meet the limits speci- selling, servicing, repairing, parking or fied by a compulsory or financial re- storing "autos" unless that business is sponsibility law of the jurisdiction where yours. the covered "auto" is being used. This (4) Anyone other than your "employees", extension does not apply to the limit or partners (if you are a partnership), limits specified by any law governing members (if you are a limited liability motor carriers of passengers or prop- company), or a lessee or borrower or erty. any of their "employees", while moving (2) Provide the minimum amounts and property to or from a covered"auto". types of other coverages, such as no- (5) A partner (if you are a partnership), or a fault, required of out-of-state vehicles by member (if you are a limited liability the jurisdiction where the covered "auto" company)for a covered "auto" owned by is being used. him or her or a member of his or her We will not pay anyone more than once for household. the same elements of loss because of c. Anyone liable for the conduct of an "in- these extensions. sured" described above but only to the ex- B. Exclusions tent of that liability. This insurance does not apply to any of the follow- 2. Coverage Extensions ing: a. Supplementary Payments 1. Expected Or Intended Injury We will pay for the "insured": "Bodily injury" or "property damage" expected (1) All expenses we incur. or intended from the standpoint of the "in- (2) Up to $2,000 for cost of bail bonds (in- sured". cluding bonds for related traffic law vio- 2. Contractual lations) required because of an "acci- Liability assumed under any contract or agree- dent" we cover. We do not have to fur- ment. nish these bonds. (3) The cost of bonds to release attach- But this exclusion does not apply to liability for ments in any "suit" against the "insured" damages: we defend, but only for bond amounts a. Assumed in a contract or agreement that is within our Limit of Insurance. an "insured contract"provided the"bodily in- jury" or "property damage" occurs subse- (4) All reasonable expenses incurred by the quent to the execution of the contract or "insured" at our request, including actual agreement; or loss of earnings up to $250 a day be- cause of time off from work. b. That the "insured" would have in the ab- (5) All costs taxed against the "insured" in sence of the contract or agreement. any "suit" against the "insured" we de- 3. Workers'Compensation fend. Any obligation for which the "insured" or the (6) All interest on the full amount of any "insured's" insurer may be held liable under any judgment that accrues after entry of the workers' compensation, disability benefits or judgment in any "suit" against the "in- unemployment compensation law or any similar sured"we defend, but our duty to pay in- law. terest ends when we have paid, offered 4. Employee Indemnification And Employer's to pay or deposited in court the part of Liabllity the judgment that is within our Limit of "Bodilyu to: Insurance. injury" These payments will not reduce the Limit of a. An "employee"of the"insured"arising out of Insurance, and in the course of: (1) Employment by the"insured'; or Page 3 of 12 CA 00 0103 06 © ISO Properties, Inc., 2005 ZBF 5430331 30 5701220 (2) Immediately send us copies of any re- c. Take all or any part of the damaged or sto- quest, demand, order, notice, summons len property at an agreed or appraised or legal paper received concerning the value. claim or"suit". If we pay for the "loss", our payment will include (3) Cooperate with us in the investigation or the applicable sales tax for the damaged or sto- settlement of the claim or defense len property. against the"suit". 5. Transfer Of Rights Of Recovery Against (4) Authorize us to obtain medical records Others To Us or other pertinent information. If any person or organization to or for whom we (5) Submit to examination, at our expense, make payment under this Coverage Form has by physicians of our choice, as often as rights to recover damages from another, those we reasonably require. rights are transferred to us. That person or or- c. If there is 'loss" to a covered "auto" or its ganization must do everything necessary to se- equipment you must also do the following: cure our rights and must do nothing after"acci- (1) Promptly notify the police if the covered dent"or"loss"to impair them. "auto"or any of its equipment is stolen. B. General Conditions (2) Take all reasonable steps to protect the 1. Bankruptcy covered "auto" from further damage. Bankruptcy or insolvency of the "insured" or the Also keep a record of your expenses for "insured's" estate will not relieve us of any obli- consideration in the settlement of the gations under this Coverage Form. claim. 2. Concealment, Misrepresentation Or Fraud (3) Permit us to inspect the covered "auto" This Coverage Form is void in any case of and records proving the "loss" before its fraud by you at any time as it relates to this repair or disposition. Coverage Form. It is also void if you or any (4) Agree to examinations under oath at our other "insured", at any time, intentionally con- request and give us a signed statement ceal or misrepresent a material fact concern- of your answers. ing: 3. Legal Action Against Us a. This Coverage Form; No one may bring a legal action against us un- b. The covered"auto' der this Coverage Form until: c. Your interest in the covered "auto"; or a. There has been full compliance with all the d. A claim under this Coverage Form. terms of this Coverage Form; and 3. Liberalization b. Under Liability Coverage, we agree in writ- ing that the "insured" has an obligation to If we revise this Coverage Form to provide pay or until the amount of that obligation more coverage without additional premium has finally been determined by judgment af- charge, your policy will automatically provide ter trial. No one has the right under this pol- the additional coverage as of the day the revi- icy to bring us into an action to determine sion is effective in your state. the"insured's" liability. 4. No Benefit To Bailee—Physical Damage 4. Loss Payment--Physical Damage Coverages Coverages We will not recognize any assignment or grant At our option we may; any coverage for the benefit of any person or a. Pay for, repair or replace damaged or stolen organization holding, storing or transporting property for a fee regardless of any other provi- sion of this Coverage Form. b. Return the stolen property, at our expense. We will pay for any damage that results to the"auto"from the theft; or Page 8 of 12 CA 00 0103 06 0 ISO Properties, Inc., 2005 ZBF 5430331 30 5701220 5. Other Insurance 7. Policy Period,Coverage Territory a. For any covered "auto" you own, this Cov- Under this Coverage Form, we cover "acci- erage Form provides primary insurance. For dents"and "losses"occurring: any covered "auto" you don't own, the in- a. During the policy period shown in the Decla- surance provided by this Coverage Form is rations; and excess over any other collectible insurance. However, while a covered "auto" which is a b. Within the coverage territory. "trailer" is connected to another vehicle, the The coverage territory is: Liability Coverage this Coverage Form pro- a. The United States of America; vides for the trailer is: (1) Excess while it is connected to a motor b. The territories and possessions of the vehicle you do not own. United States of America; (2) Primary while it is connected to a cov- c, Puerto Rico; ered "auto"you own. d. Canada; and b. For Hired Auto Physical Damage Coverage, e. Anywhere in the world if: any covered "auto" you lease, hire, rent or (1) A covered "auto" of the private passen- borrow is deemed to be a covered "auto" ger type Is leased, hired, rented or bor- you own. However, any "auto" that is rowed without a driver for a period of 30 leased, hired, rented or borrowed with a days or less; and driver is not a covered "auto". (2) The "insured's" responsibility to pay c. Regardless of the provisions of Paragraph damages is determined in a "suit" on the a. above, this Coverage Form's Liability merits, in the United States of America, Coverage is primary for any liability as- the territories and possessions of the sumed under an "insured contract". United States of America, Puerto Rico, d. When this Coverage Form and any other or Canada or in a settlement we agree Coverage Form or policy covers on the to. same basis, either excess or primary, we We also cover "loss" to, or "accidents" involy- will pay only our share. Our share is the ing, a covered "auto" while being transported proportion that the Limit of Insurance of our between any of these places. Coverage Form bears to the total of the lim- g. Two Or More Coverage Forms Or Policies its of all the Coverage Forms and policies Issued By Us covering on the same basis. 6. Premium Audit If this Coverage Form and any other Coverage Form or policy issued to you by us or any com- a. The estimated premium for this Coverage pany affiliated with us apply to the same "acci- Form is based on the exposures you told us dent", the aggregate maximum Limit of Insur- you would have when this policy began, We ante under all the Coverage Forms or policies will compute the final premium due when shall not exceed the highest applicable Limit of we determine your actual exposures. The Insurance under any one Coverage Form or estimated total premium will be credited policy. This condition does not apply to any against the final premium due and the first Coverage Form or policy issued by us or an of Named Insured will be billed for the bal- filiated company specifically to apply as excess ante, if any. The due date for the final pre- insurance over this Coverage Form. mium or retrospective premium is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the es- timated total premium exceeds the final A. "Accident" includes continuous or repeated expo- premium due, the first Named Insured will sure to the same conditions resulting in "bodily in- get a refund. jury"or"property damage". b. If this policy is issued for more than one B. "Auto" means: year, the premium for this Coverage Form 1. A land motor vehicle, "trailer" or semitrailer de- will be computed annually based on our signed for travel on public roads; or rates or premiums in effect at the beginning of each year of the policy. Page 9 of 12 CA 00 0103 06 © ISO Properties, Inc., 2005 ZBF 5430331 30 5701220 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES 1. Additional Insured by Contract,Agreement or Permit Included 2. Additional Insured--Primary and Non-Contributory Included 3. Blanket Waiver of Subrogation Included 4. Bodily Injury Redefined Included 5. Broad Form Property Damage—Borrowed Equipment, Customers Goods & Use of Elevators Included 6. Knowledge of Occurrence Included 7. Liberalization Clause included 8. Medical Payments—Extended Reporting Period Included 9. Newly Acquired or Formed Organizations-Covered until end of policy period Included 10. Non-owned Watercraft 51 ft. 11. Supplementary Payments Increased Limits - Bail Bonds $2,500 - Loss of Earnings $1000 12. Unintentional Failure to Disclose Hazards Included 13. Unintentional Failure to Notify lncluded This endorsement amends coverages provided under the Commercial General Liability Coverage Part through new coverages, higher limits and broader coverage grants. 1. Additional Insured by Contract, Agreement or (1) "Your work" for the additional insured(s) Permit designated in the contract, agreement or The following is added to SECTION II — WHO IS permit; AN INSURED; (2) Premises you own, rent, lease or occupy; Additional Insured by Contract, Agreement or or Permit (3) Your maintenance, operation or use of a. Any person or organization with whom you equipment leased to you. agreed in a written contract, written agreement b. The insurance afforded to such additional or permit that such person or organization to insured described above: add an additional insured on your policy is an (1) Only applies to the extent permitted by additional insured only with respect to liability law; and for "bodily injury", "property damage", or "personal and advertising injury" caused, in (2) Will not be broader than the insurance whole or in part, by your acts or omissions, or which you are required by the contract, the acts or omissions of those acting on your agreement or permit to provide for such behalf, but only with respect to: additional insured. 421-2916 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. page 1 of 4 ZBF 5430331 30 5701220 (3) Applies on a primary basis if that is advertising injury" involved the rendering required by the written contract, written of or failure to render any professional agreement or permit. services by or for you. (4) Will not be broader than coverage d. With respect to the insurance afforded to provided to any other insured. these additional insureds, the following is (5) Does not apply if the "bodily injury', added to SECTION III — LIMITS OF "property damage" or "personal and INSURANCE: advertising injury" is otherwise excluded The most we will pay on behalf of the from coverage under this Coverage Part, additional insured for a covered claim is the including any endorsements thereto. lesser of the amount of insurance: G. This provision does not apply: 1. Required by the contract, agreement or (1) Unless the written contract or written permit described in Paragraph a.; or agreement was executed or permit was 2. Available under the applicable Limits of issued prior to the"bodily injury', "property Insurance shown in the Declarations. damage", or "personal injury and This endorsement shall not increase the advertising injury'. applicable Limits of Insurance shown in the (2) To any person or organization included as Declarations. an insured by another endorsement 2. Additional Insured — Primary and Non- issued by us and made part of this Contributory Coverage Part. (3) To any lessor of equipment: The following is added to SECTION IV -- COMMERCIAL GENERAL LIABILITY (a) After the equipment lease expires; or CONDITIONS, Paragraph 4. Other insurance: (b) If the "bodily injury", "property Additional Insured — Primary and Non- damage", "personal and advertising Contributory injury" arises out of sole negligence of If you agree in a written contract, written the lessor agreement or permit that the insurance provided to (4) To any: any person or organization included as an (a) Owners or other interests from. whom Additional Insured under SECTION Il -- WHO IS land has been leased which takes AN INSURED, is primary and non-contributory, place after the lease for the land ex- the following applies: pires; or If other valid and collectible insurance is available (b) Managers or lessors of premises if: to the Additional Insured for a loss covered under Coverages A or B of this Coverage Part, our (I) The occurrence takes place after obligations are limited as follows: you cease to be a tenant in that premises; or a. Primary Insurance (11) The "bodily injury', "property This insurance is primary to other insurance damage", "personal injury' or that is available to the Additional Insured "advertising injury" arises out of which covers the structural alterations, new con- Additional Insured as a Named Insured. We struction or demolition operations will not seek contribution from any other performed by or on behalf of the insurance available to the Additional Insured manager or lessor. except: (5) To "bodily injury", "property damage" or (1) For the sole negligence of the Additional "personal and advertising injury" arising Insured; out of the rendering of or the failure to (2) When the Additional Insured is an render any professional services. Additional Insured under another primary This exclusion applies even if the claims liability policy; or against any insured allege negligence or (3) when b. below applies. other wrongdoing in the supervision, hiring, employment, training or monitoring If this insurance is primary, our obligations are of others by that insured, if the not affected unless any of the other insurance "occurrence" which caused the "bodily is also primary. Then, we will share with all injury' or"property damage" or the offense that other insurance by the method described which caused the "personal and in c. below. 421-2915 06 16 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 2 of 4 ZBF 5430331 30 5701220 b. Excess Insurance insurer contributes equal amounts until it has (1) This insurance is excess over any of the paid its applicable limit of insurance or none of other insurance, whether primary, excess, the loss remains, whichever comes first. If any contingent or on any other basis: of the other insurance does not permit contribution by equal shares, we will contribute (a) That is Fire, Extended Coverage, by limits. Under this method, each insurer's Builder's Risk, Installation Risk or share is based on the ratio of its applicable similar coverage for"your work'; limit of insurance to the total applicable limits (b) That is Fire insurance for premises of insurance of all insurers rented to the Additional Insured or 3. Blanket Waiver of Subrogation temporarily occupied by the Additional Insured with permission of the owner; The following is added to SECTION IV -- COMMERCIAL GENERAL LIABILITY (c) That is insurance purchased by the CONDITIONS, Paragraph 8. Transfer Of Rights Additional Insured to cover the Of Recovery Against Others To Us: Additional Insured's liability as a tenant for "property damage" to We waive any right of recovery we may have premises rented to the Additional against any person or organization with whom you Insured or temporarily occupied by the have a written contract that requires such waiver Additional with permission of the because of payments we make for damage under owner; or this coverage form. The damage must arise out of your activities under a written contract with that (d) If the loss arises out of the person or organization. This waiver applies only to maintenance or use of aircraft, "autos" the extent that subrogation is waived under a or watercraft to the extent not subject written contract executed prior to the "occurrence" to Exclusion g. of SECTION I — or offense giving rise to such payments. COVERAGE A — BODILY INURY AND PROPERTY DAMAGE 4. Bodily Injury Redefined LIABILITY. SECTION V-- DEFINITIONS, Definition 3. "bodily (2) When this insurance is excess, we will injury" is replaced by the following: have no duty under Coverages A or B to 3. "Bodily injury" means bodily injury, sickness or defend the insured against any"suit"if any disease sustained by a person including death other insurer has a duty to defend the resulting from any of these at any time. "Bodily insured against that "suit". If no other injury" includes mental anguish or other insurer defends, we will undertake to do mental injury resulting from"bodily injury". so, but we will be entitled to the insured's 5, Broad Form Property Damage -- Borrowed rights against all those other insurers. Equipment, Customers Goods, Use of (3) When this insurance is excess over other Elevators insurance, we will pay only our share of a. SECTION I—COVERAGES, COVERAGE A— the amount of the loss, if any, that BODILIY INJURY AND PROPERTY exceeds the sum of: DAMAGE LIABILITY, Paragraph 2. (a) The total amount that all such other Exclusions subparagraph j. is amended as insurance would pay for the loss in the follows: absence of this insurance; and Paragraph (4) does not apply to "property (b) The total of all deductible and self damage" to borrowed equipment while at a insured amounts under all that other jobsite and not being used to perform insurance. operations. We will share the remaining loss, if any, Paragraphs (3), (4) and (6) do not apply to with any other insurance that is not "property damage"to "customers goods"while described in this Excess Insurance on your premises nor do they apply to the use provision and was not bought specifically of elevators at premises you own, rent, lease to apply in excess of the Limits of or occupy. Insurance shown in the Declarations of b. The following is added to SECTION V — this Coverage Part. DEFINTIONS: c. Method Of Sharing 24. "Customers goods" means property of If all of the other insurance permits your customer on your premises for the contribution by equal shares, we will follow this purpose of being: method also. Under this approach each 421-2915 06 15 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. Page 3 of 4 ZBF 5430331 30 5701220 a. worked on; or 10. Non-Owned Watercraft b. used in your manufacturing process. SECTION I — COVERAGES, COVERAGE A c. The insurance afforded under this provision is BODILY INJURY AND PROPERTY DAMAGE excess over any other valid and collectible LIABILITY, Paragraph 2. Exclusions, property insurance (including deductible) subparagraph 9.(2)is replaced by the following: available to the insured whether primary, g. Aircraft, Auto Or Watercraft excess, contingent (2) A watercraft you do not own that is: 6. Knowledge of Occurrence (a) Less than 51 feet long; and The following is added to SECTION IV — b Not being COMMERCIAL GENERAL LIABILITY ( ) used to carry persons or property for a charge; CONDITIONS, Paragraph 2. Duties in the Event Of Occurrence, Offense, Claim or Suit: This provision applies to any person who, e. Notice of an "occurrence", offense, claim or with your consent, either uses or is responsible for the use of a watercraft, "suit" will be considered knowledge of the insured if reported to an individual named 11. Supplementary Payments Increased Limits insured, partner, executive officer or an SECTION I — SUPPLEMENTARY PAYMENTS "employee" designated by you to give us such COVERAGES A AND B, Paragraphs 1.b. and a notice. 1.d. are replaced by the following: 7. Liberalization Clause 1.b.Up to $2,500 for cost of bail bonds required The following is added to SECTION IV — because of accidents or traffic law violations COMMERCIAL GENERAL LIABILITY arising out of the use of any vehicle to which CONDITIONS: the Bodily Injury Liability Coverage applies. Liberalization Clause We do not have to furnish these bonds. If we adopt any revision that would broaden the 1.d.All reasonable expenses incurred by the insured at our request to assist us in the coverage under this Coverage Form without investigation or defense of the claim or "suit", additional premium, within 45 days prior to or including actual loss of earnings up to$1000 a during the policy period, the broadened coverage day because of time off from work. will immediately apply to this Coverage Part, 12. Unintentional Failure to Disclose Hazards li. Medical Payments — Extended Reporting Period The followingis added to SECTION IV — a. SECTION I—COVERAGES, COVERAGE C— COMMERCIAL GENERAL LIABILITY MEDICAL PAYMENTS, Paragraph 1. CONDITIONS, Paragraph 6. Representations: Insuring Agreement, subparagraph a.(3)(b) We will not disclaim coverage under this Coverage is replaced by the following: Part if you fail to disclose all hazards existing as of (b) The expenses are incurred and reported the inception date of the policy provided such to us within three years of the date of the failure is not intentional. accident; and 13. Unintentional Failure to Notify b. This coverage does not apply if COVERAGE The following is added to SECTION IV — C— MEDICAL PAYMENTS is excluded either COMMERCIAL GENERAL LIABILITY by the provisions of the Coverage Part or by CONDITIONS, Paragraph 2. Duties in the Event endorsement. of Occurrence, Offense, Claim or Suit: 9. Newly Acquired Or Formed Organizations Your rights afforded under this policy shall not be SECTION II — WHO IS AN INSURED, Paragraph prejudiced if you fail to give us notice of an "occurrence", offense, claim or"suit", solely due to 3.a. is replaced by the following: your reasonable and documented belief that the a. Coverage under this provision is afforded until "bodily injury" or"property damage" is not covered the end of the policy period. under this policy. ALL OTHER TERMS, CONDITIONS,AND EXCLUSIONS REMAIN UNCHANGED, 421-2916 06 15 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. Page 4 of 4 Zi3F 5430331 30 5701220 b. Those statements are based upon However, "auto" does not include "mobile representations you made to us; and equipment". c. We have issued this policy in reliance upon 3. 'Bodily injury" means bodily injury, sickness or your representations. disease sustained by a person, including death 7. Separation Of Insureds resulting from any of these at any time. Except with respect to the Limits of Insurance, and 4. "Coverage territory"means: any rights or duties specifically assigned in this a. The United States of America (including its Coverage Part to the first Named Insured, this territories and possessions), Puerto Rico and insurance applies: Canada; a. As if each Named Insured were the only b. International waters or airspace, but only if the Named Insured; and injury or damage occurs in the course of travel b. Separately to each insured against whom claim or transportation between any places included is made or"suit"is brought. in Paragraph a.above; or 6. Transfer Of Rights Of Recovery Against Others c. All other parts of the world if the injury or To Us damage arises out of: If the insured has rights to recover all or part of (1) Goods or products made or sold by you in any payment we have made under this Coverage the territory described in Paragraph a. Part, those rights are transferred to us. The above; insured must do nothing after loss to impair them. (2) The activities of a person whose home is in At our request, the insured will bring "suit" or the territory described in Paragraph a. transfer those rights to us and help us enforce above, but is away for a short time on your them. business; or 9. When We Do Not Renew (3) "Personal and advertising injury" offenses If we decide not to renew this Coverage Part, we that take place through the Internet or will mail or deliver to the first Named Insured similar electronic means of communication; shown in the Declarations written notice of the provided the insured's responsibility to pay nonrenewal not less than 30 days before the damages Is determined in a "suit" on the merits, in expiration date. the territory described in Paragraph a. above or in If notice is mailed, proof of mailing will be sufficient a settlement we agree to. proof of notice. 5. "Employee" includes a 'leased worker". SECTION V—DEFINITIONS "Employee" does not include a "temporary worker". 1. "Advertisement" means a notice that is broadcast or published to the general public or specific 6• "Executive officer" means a person holding any of market segments about your goods, products or the officer positions created by your charter, services for the purpose of attracting customers or constitution, bylaws or any other similar governing supporters. For the purposes of this definition: document. a. Notices that are published include material 7. "Hostile fire" means one which becomes placed on the Internet or on similar electronic uncontrollable or breaks out from where it was means of communication; and intended to be. b. Regarding web sites, only that part of a web 8• "Impaired property" means tangible property, other site that is about your goods, products or than "your product" or"your work", that cannot be services for the purposes of attracting used or is less useful because: customers or supporters is considered an a. It incorporates "your product" or "your work" advertisement. that is known or thought to be defective, 2. "Auto"means: deficient, inadequate or dangerous; or a. A land motor vehicle, trailer or semitrailer b. You have failed to fulfill the terms of a contract designed for travel on public roads, including or agreement; any attached machinery or equipment; or if such property can be restored to use by the b. Any other land vehicle that is subject to a repair, replacement, adjustment or removal of compulsory or financial responsibility law or "your product" or "your work" or your fulfilling the other motor vehicle insurance law where it is terms of the contract or agreement. licensed or principally garaged. CG 00 01 0413 ©Insurance Services Office, Inc., 2012 Page 13 of 16