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HomeMy WebLinkAboutDIGITAL MAP PRODUCTS (2) -2012DIGITAL MAP PRODUCTS 18831 Von Karman Avenue Suite 200 Irvine, CA 92614 Address & Contact Information A- 2012 -078 Agreement No. 04012012001 Order Form Proposed by- jim Skurzynski Customer: City of Santa Ana Bill To: Contact Name: Teri Cable 20 Civic Center Plaza Billing email: TCable @santa - ana.org Santa Ana, CA 92701 Billing Phone: Terms and Conditions Effective Date: April 16, 2012 Payment Method: Check Contract End Date: April 15, 2017 Payment Terms: Net 30 Billing Method: email Billing Frequency: Annual Provided Content Product Term Total One -Time Fees Total Annual Fees CityGISTM Configuration Line Items • All CityGISTM Configuration Line Items per the terms of Attachment A • CityGIST" + Developer API • CommunityViewTM + Developer API • ArcGIS Server Integration to CityGISTM (In development) Total CityGIS— Configuration Line Items 5 YR $ 30,000.00 GIS Data Configuration Line Items • All GIS Data Configuration Line Items per the terms of Attachment B • Parcel Database (annual updates) • Orange County geographic coverage or as specified by Customer • DGN and SHP file delivery onsite • Property/Owner Attributes with onsite delivery (quarterly updates) 0 City of Santa Ana geographic coverage + 500' • 3" Ortho Imagery with onsite delivery 0 3 updates, one each to be delivered in Year -1, Year -3 and Year -5 o Geographic constraint to match current deliverable 0 Onsite delivery in either Aif, .jpg, .ecw or Mr. SID 0 DTM and DEM available but not included in this order o Grid not produced in this capture process o Contours not included in this order Total GIS Data Configuration 5 YR $ 33,000.00 GIS Services Line Items • Scope of GIS Services Line Items outlined in Attachment C • CityGIST"' Onsite Staff Training Sessions • Esn Transition Services • Aerial Imagery Wall Murals (5 @ 40" x 40" + 8 @ 66 "x66' o Wall murals to be delivered in Year -3 Total GIS Services Line Items 5 YR $ 7,500.00 Summary Total Year 1 Fees $ 70,500.00 Total Year 2 Fees $ 70,500.00 Total Year 3 Fees $ 70,500.00 Total Year 4 Fees $ 70,500.00 Total Year 5 Fees $ 70,500.00 Page 1 of 13 Agreement No. 04012012001 The parties agree to the terms contained herein including all exhibits and attachments. This Agreement may be executed in counterparts with the same force and effect as if executed in one complete document. ATTEST: CITY OF SANTAANA i� Maria D. Huizar aul M. Walters Clerk of the Council Interim City Manager APPROVED AS TO FORM: DIGITAL MAP PRODUCTS 'Sonia Carvalho James Sku nski City Attorney ee OOfficer cer n Tax ID No. 0 - 14, 1 agog 10 RECOMMENDED FOR APPROVAL: Raul GoalKez II Executive Director Public Works Agency Page 2 of 13 Agreement No. 04012012001 Attachment A GIS License Terms 1. LICENSE, SUBSCRIPTION, AND PAYMENT 1.1 Subscription License. Subject to the terms of this Agreement, DMP grants to Customer a limited, non - exclusive, non- transferable, and non - assignable license to access and use the CityGIS— Configuration Line Items, hereinafter referred to as Provided Content. Customer's access and use of the Provided Content shall be solely for its normal internal business activities by its employees and consistent with Customer's representations to DMP. Customer agrees not to sell, pledge, assign, sub - license or otherwise transfer to any third parry the Provided Content. The Provided Content shall be viewed solely through authorized access of the Web site. 1.2 Data Sublicense. Subject to the terms of this Agreement and Attachment A, Licensee hereby accepts, a non - exclusive, non - transferable, and non - assignable right and sublicense to use the GIS Data Configuration Line Items in the Provided Content solely for the Purpose described herein, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms. 1.3 Payment for the License and Subscription. In exchange for the license or services granted, the Customer agrees to pay all the fees listed on the Order Form. All invoices are due upon receipt and are payable in accordance with the payment schedule. Any invoice not paid within thirty (30) days of its scheduled payment date shall be considered past due. 1.4 Non - Payment or Failure to Pay. If Customer's access and use is terminated or suspended due to non - payment or non - compliance, Customer shall nonetheless still be responsible for any fees as set forth in this Agreement. If DMP does not receive from Customer payment for the invoiced amount within thirty (30) days of its due date, DMP may suspend Customer's access and use of the Provided Content, until Customer brings its account current. 2. DURATION OF AGREEMENT & TERMINATION 2.1 Term of Agreement. This Agreement will continue for the period defined in the Order Form as the Initial Term. Upon termination of this Agreement, all licenses granted by DMP under this Agreement are immediately revoked. 2.2 Termination by Customer. DMP shall have the right to make a material modification to any of the content of, or discontinue any of the content of the Provided Content at any time with ninety (90) days prior written notice to Customer. Upon receipt of such notice from DMP, Customer may terminate this Agreement as of the effective date of the change by providing written notice to DMP at least thirty (30) days prior to the effective date of the change. 3. WARRANTY & LIMITATION OF LIABILITY 3.1 Limited Warranty. Each party represents and warrants that it has full power and authority to enter into this Agreement. Each party will indemnify and defend the other and its officers, directors, employees, and agents from third party claims arising out of or related to a breach of such party's representation or warranty in this Agreement. 3.2 Disclaimed Warranties. Except for any express warranties, DMP and each contributor to the Provided Content disclaims all warranties, including but not limited to any warranty of design, merchantability, fitness for a particular purpose, and against infringement. DMP and each contributors make no representation or warranties that the Provided Content is accurate and free of errors and /or omissions. As such the Provided Content is not suitable for use in emergencies. Customer accepts the Provided Content on an "as is ", "as available" basis. 3.3 Limitation of Liability. DMP shall not be liable for any loss, injury, claim, or damage of any kind resulting in any way from Customer's use of the Provided Content (regardless of any assistance from DMP in using the content) or from any delay or failure in performance beyond the reasonable control of DMP. The aggregate and maximum liability of DMP in connection with any claim arising out of or relating to this Agreement shall be limited to a refund of 12 months of fees and taxes paid by Customer to DMP. DMP shall not be liable for any special, indirect, incidental, or consequential damages of any kind whatsoever (including attorneys' fees) arising in connection with Customer's use of the Web site, Provided Content, or the failure of DMP to perform its obligations, regardless of any negligence alleged. Page 3 of 13 Agreement No. 04012012001 4. RULES AND OBLIGATIONS 4.1 Ownership. Customer acknowledges that the Web site and Provided Content are the intellectual property (patent, trademark, trade dress, copyright, trade secret) of DMP and agrees not to infringe DMP's intellectual property rights. 4.2 Copyright. Customer understands that DMP licenses copyrighted content and also understands that access and use of this copyrighted content is restricted by this agreement, DMP's copyrights and by the licenses granted to DMP by third parties. 4.3 Rights Reserved by DMP. Except for the license rights granted in this Agreement, DMP retains all rights in the Provided Content. 4.4 Preservation of Notices. Customer agrees to include, and will not remove or obscure, any copyright, trademark, patent, or other notices appearing on the Web site and Provided Content including any visual or hardcopy depictions of the same (i.e. Visual Output(s) or Print Output(s)). 4.5 Trade Secrets and Confidential Infr)rmation. Customer also understands that the Web site and Provided Content are based on and include proprietary trade secrets and confidential information of DMP. Customer will not modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Web site or Provided Content. To the extent allowed by law, Customer will treat the Web site and Provided Content with at least the same degree of care (and no less than a reasonable degree of care) as that which it treats its own trade secrets and confidential information. 4.6 Consent to Use of Data. Customer agrees that DMP may collect and use technical information gathered as part of the product support services provided to the Customer under this Agreement. DMP may use this information solely to improve DMP's products or to provide customized services or technologies. 4.7 Works By DMP. Customer agrees that any works commissioned or undertaken by DMP pursuant to this Agreement shall be and remain the property of DMP. 4.8 New Use. Customer agrees that any use of any content contained on the Web site not authorized by this Agreement is strictly prohibited. Any improvements or future methods or means of accessing or using the Provided Content are expressly reserved to DMP. Customer further agrees that only individuals employed and authorized by the subscribing organization may access and use the Web site. 4.9 Injunctive Relief. Customer acknowledges that its use of the Provided Content for a use not specifically provided for in this Agreement. DMP will not have an adequate remedy in money or damages. As such, should Customer misuse the Provided Content, DMP and its Contributors shall have the right to seek injunctive relief against Customer to cease the misuse of the Provided Content. S. ADDITIONAL PROVISIONS 5.1 Non - Assignability. Neither party may assign or transfer this Agreement without the prior written consent of the other party. Any unauthorized assignment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized successor or assignee. 5.2 Entire Understanding. This Agreement is the parties' entire agreement relating to its subject, and supersedes any prior or contemporaneous agreement on that subject. Any amendment must be in writing and expressly state that it is amending this Agreement. 5.3 Governing Law & Arbitration. This Agreement is governed by California law, excluding California's choice of law rules. All disputes relating to this Agreement will be subject to binding arbitration pursuant to the rules of the American Arbitration Association or the Judicial Arbitration And Mediations Services, Inc. The exclusive place of the arbitration shall be in Orange County, California. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. For the purpose of entry of judgment on such an award, the parties consent to personal jurisdiction in the courts of Orange County, California. Page 4 of 13 Agreement No. 04012012001 Attachment B GIS Data Configuration Sublicense Terms 2012 DIGITAL MAP PRODUCTS This document and any portion thereof may not be reproduced without the prior written consent of DIGITAL MAP PRODUCTS This Sublicense Agreement (Agreement) is made and entered into as of April 1, 2012 (the Effective Date) by and between Digital Map Products, Inc. (DMP'D and City of Santa Ana (Licensee). Unless otherwise defined herein, all capitalized terms in this document have the respective meanings assigned to them in Section 1. RECITALS A. DMP is an authorized Sublicensor of certain Contributed Databases which are owned by third parties. B. Licensee desires to acquire from DMP and DMP desires to grant to Licensee a non - exclusive right and sublicense to use the Licensed Products containing all or portions of the contributed databases solely for the Purpose hereinafter defined. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements set forth herein, the parties of this Agreement hereby agree as follows: 1. DEFINITIONS 1.1 "Contributed Database /Contributor Database" shall mean those certain Databases licensed by those certain Contributors to DMP with the right to grant sublicenses as set forth herein. The Licensed Products and Contributors relevant to this Agreement are identified in Exhibit A attached hereto and incorporated by reference herein. 1.2 "Contributor" shall mean a third party licensor of Contributed Databases to DMP. 1.3 "Database" shall mean a compilation of geographic, cartographic, engineering, architectural, tabular, text and /or other data, information or works, including, but not limited to, graphic and /or file data in automated or manual form. 1.4 "Derivative Databases" or "Products" shall mean all works created by Licensee which incorporate all or part of the Contributed Database, including, but not limited to, a revision, modification, translation, abridgment, condensation, expansion, collection, compilation or any other form of, or modification to the Contributed Database. 1.5 "Documentation" shall mean all manuals, user documentation, and other related materials pertaining to the Licensed Products which are furnished in order to ensure proper and /or ease of use of the databases by Licensee. 1.6 "Licensed Products" shall mean those portions of the Contributed Databases set forth in Exhibit A of this Agreement. 1.8 "Peripheral Databases" shall mean any work created by Licensee that does not incorporate, or use as a base, any portion of the Contributed Database or Derivative Product. 1.9 "Purpose" shall mean the use of Licensed Products for Licensee's normal business activities by its employees, agents and contractors, subject to the terms and conditions herein or as hereinafter modified in accordance with Section 2. Specifically excluded from the Purpose, but not limited to, is the public display or depiction of Licensed Products using the Internet unless explicitly authorized by DMP. 1.10 Visual Output shall mean all printouts, plots, displays, photographic film, printed matter and other visual representation of data. Page 5 of 13 Agreement No. 04012012001 2. EXPANDED DEFINITION OF PURPOSE If in the future, during the term of this Agreement, or any subsequent extensions, Licensee requires an expanded definition of the Purpose to meet its normal commercial business objectives, DMP shall not unreasonably withhold such an expanded definition so long as such expanded definition does not cause Licensee to in any way compete with DMP or Contributors. 3. GRANT OF RIGHTS DMP hereby grants, and Licensee hereby accepts, subject to the terms and conditions of this Agreement, a non - exclusive, non- transferable, and non - assignable right and sublicense to use the Licensed Products solely for the Purpose, from the Effective Date hereof until this Agreement is terminated or expires in accordance with its terms. Licensee may produce Visual Output from the Licensed Products and /or from Derivative Products for its normal business use. Licensee may also externally distribute to Licensee's contractors, consultants and agents that Licensee engages for the Purpose as Visual Output as long as the Licensee's contractors, consultants and agents do not compete with or replace current products and /or services of DMP or any of its affiliates or Contributors. Licensee shall not be precluded from charging fees for the distribution of such Visual Output provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. Without limiting the foregoing, Licensee understands and agrees that it shall in no event use any aspect of the Licensed Products to produce maps of any kind, or map - related or other information for any use or purpose other than the Purpose. Licensee may create Derivative Products to the extent that such Derivative Products contribute to the Purpose. Licensee shall be entitled to possess and use such Derivative Products, royalty -free, in perpetuity, under the terms of this Agreement, solely for the Purpose provided that use of such does not include any manner of attempt to reverse - engineer any aspect of Licensed Products. Licensee may provide copies of Derivative Products to DMP, but Licensee is not obligated to provide such copies at any time. Licensee shall have no right to assign, transfer, or sublicense any aspect of the Licensed Products, except for Derivative Products and to the extent and on the terms agreed. As a condition for such authorization by DMP, if granted, each such other party must abide by the restrictions on Licensee's use in this Agreement and execute an agreement satisfactory to DMP. Licensee's third party contractors, agents and consultants may use the Licensed Products and Derivatives Visual Output for Licensee's Purpose provided however that said third parties do not sell, license, or otherwise distribute Licensed Products, except for Derivative Products. Licensee shall not be precluded from charging fees for the distribution of Licensed Products Visual Output and Derivative Products to third party contractors, agents and consultants provided that such fees are for the sole purpose of recouping costs consistent with Licensee's normal business practices. DELIVERY 4.1 Delivery Formats. DMP shall make deliveries of the Licensed Products to Licensee in both a DGN and SHP standard format. During the term of this Agreement, should Licensee require the Licensed Products compatible with an additional GIS platform supported by DMP, DMP shall deliver such Licensed Products in the requested format within 30 days of written request therefor for a mutually agreed upon service charge. Licensed Products shall be delivered on mutually acceptable media compatible with Licensee's computer system. If Licensee has special delivery and /or format requirements, a predetermined mutually agreed upon service charge will be included in the price of the initial delivery and all' subsequent deliveries to which the special requirements apply. DMP shall deliver and install the Licensed Products within thirty (30) days of DMP's receipt of this signed Sublicense Agreement. 4.2 Delivery Responsibilities. DMP shall be responsible for the delivery of all Licensed Products. Licensee shall be responsible for installation of Licensed Products and maintenance updates, or new Licensed Products. Page 6 of 13 Agreement No. 04012012001 SUPPORT 5.1 Regular Support. For the term of this Agreement DMP will provide telephone support for Licensed Products at the prevailing DMP technical consulting rates. Such support will be provided by technical staff as resources are available. 5.2 On -Call Support. Licensee may elect for On -call customer support and be provided with priority telephone access and an E -Mail address to communicate support issues to DMP for an annual fee. Normal hours of operation for On -Call Support are 8:00 a.m. to 5:00 p.m PST. A technical consultant will respond to all telephone requests submitted within four business hours and to all emergency requests within two business hours. A technical consultant will provide up to 16 hours per year of technical consulting resources required to address any specific issues as directed by Licensee. Any additional resources requested by Licensee will be made available at the prevailing DMP technical consulting rates. Licensee will appoint one contact person for addressing support issues to DMP. 6. MAINTENANCE AND MODIFICATIONS. 6.1 Maintenance Update Schedule. Licensee shall receive Database updates to the Licensed Products according to the dates outlined on the Order Form. 6.2 Errors in the Licensed Product. Licensee may identify errors in the Licensed Product to DMP, but Licensee shall not be responsible for correcting such errors. Any errors detected by Licensee and identified to DMP in writing shall be forwarded to Contributors. Contributors shall investigate all errors and may at their sole discretion decide to fix such errors in which case such corrections shall be included in the next scheduled update of the Licensed Product to Licensee. DMP shall provide written feedback to Licensee with respect to the disposition of all errors communicated to DMP in writing. LICENSE FEES, PAYMENT AND ACCEPTANCE. 7.1 License Fees and Payments. In consideration of the license rights granted in Section 3 above, Licensee shall pay license fees for the Licensed Products and Other Products /Services as set forth on the Order Form, plus all applicable taxes. All applicable fees shall be invoiced annually at the beginning of each contract year. Licensee shall be invoiced in -full upon delivery and Licensee will pay the invoiced amount to DMP in -full within sixty (60) days from date of invoice. 7.2 Other Products /Services. Other Products /Services included with Licensed Products and corresponding fees have been itemized on the Order Form. PROTECTION OF LICENSED PRODUCT. 8.1 Proprietary Notices. Contributors claim and reserve all ownership and rights afforded at law and in equity in all data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright law. Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright, trademark, confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Product or on the Visual Output, including, but not limited to, any such notices displayed to the user during the operation of the Licensed Products and any such notices in the Documentation, and agrees to use its best efforts to reproduce and include the same on any copy of the Licensed Product or any portion thereof distributed to Licensee's consultants, agents and contractors. Map printouts and plots shall bear the following notice: Copyright 2012, All Rights Reserved Licensee shall use the same reasonable effort to include the above notice on all Visual Output and shall at all times exert no lesser effort than that Licensee uses to protect Licensee's own intellectual property. Licensee further agrees to use its best and reasonable efforts to require all contractors, consultants and agents using the Licensed Products, as provided in Section 3, to include the above notice on all Visual Output. 8.2 Ownership. Licensee further acknowledges that the Licensed Products in any form provided by DMP and any copies thereof, including, without limitation, all portions of the Derivative Products that are copied from or based on the Licensed Products, are the sole property of Contributors. Except for the rights expressly granted to Licensee herein, Licensee shall not have any right, title, or interest in or to such portions of the Derivative Products or to the Database or Documentation or any copies of any of the foregoing except as expressly provided in this Agreement, and further shall secure and protect the Database consistent the terms of this Agreement. DMP and Contributors make no claim of ownership or copyright in or to any original data contributed by Licensee to the Licensed Products or Derivative Products. All copyrights associated with the Licensed Product and relevant Contributed Databases and all other rights thereto not specifically granted to the Licensee in this Agreement are reserved by DMP. Nothing contained in this Agreement shall be construed as conferring any license or right with respect to any trademark, trade name, brand name, or the corporate name of DMP or Contributors. Page 7 of 13 Agreement No. 04012012001 8.3 Licensee's Ownership. DMP acknowledges that the Peripheral Products in any form, and any copies thereof, including, without limitation, any portion thereof which may have been given to DMP, are the sole property of Licensee. DMP shall not have any right, title, or interest in or to said Peripheral Products or the Peripheral Products data or documentation or any copies of the foregoing except as expressly provided in this Agreement. DMP shall secure and protect Peripheral Products consistent with the terms of this Agreement. All copyrights associated with Peripheral Products, and all other rights thereto not specifically granted to DMP in this Agreement are reserved by Licensee. Nothing contained in this Agreement shall be construed as conferring any license or right upon DMP or Contributors with respect to any Licensee logo, seal, product name, or the corporate name of Licensee. 9. CONFIDENTIALITY AND INJUNCTIVE RELIEF. 9.1 Acknowledgment. Licensee hereby acknowledges and agrees that the Licensed Products are valuable and proprietary, embodying substantial creative efforts, trade secrets, and confidential information, ideas, and expressions of Contributors or DMP. Accordingly, Licensee agrees to treat the Licensed Products as confidential information in accordance with the confidentiality requirements and conditions set forth below. 9.2 Acknowledgment. DMP hereby acknowledges and agrees that the Derivative Products and /or Peripheral Products are valuable proprietary products, embodying substantial creative efforts, trade secrets, and confidential information, ideas and expressions of Licensee. Accordingly, DMP agrees to treat (and take precautions to ensure that its employees treat) the Derivative and /or Peripheral Products as confidential information of the Licensee in accordance with the confidentiality requirements set forth below. 9.3 Injunctive Relief. Licensee acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products, Documentation, Derivative Products or copies thereof will (i) substantially diminish the value to Contributors of the trade secrets, copyrights, and other proprietary interests that are the subject of this Agreement; (ii) render DMP's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause irreparable injury. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Licensed Products, Documentation, or Derivative Products, DMP shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.4 Iniunctive Relief. DMP acknowledges that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Peripheral Products and /or Derivative Products or copies thereof will (i) substantially diminish the value to Licensee of the Peripheral Products and /or Derivative Products; (ii) render Licensee's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (iii) cause immediate irreparable injury. If DMP breaches any of its obligations with respect to the use or confidentiality of the Peripheral Products and /or Derivative Products, Licensee shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 9.5 Maintenance of Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by other party in accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information); provided, however, that neither party shall have such obligation with respect to the use or disclosure to others of any confidential information that can be established to have: (a) been known publicly; (b) been known generally in the industry before communication by the disclosing party; (c) become known publicly, without fault on the part of the receiving party, subsequent to disclosure by the disclosing party; (d) been known otherwise by the receiving party before communication by the disclosing party; (e) been received by the receiving party without any obligation of confidentiality from a source (other than DMP) lawfully having possession of such information or, (f) which is required to be disclosed pursuant to any local, state or federal law or regulation. Upon (presentation of just cause and) ten (10) days' written notice to Licensee, DMP shall have the right to inspect and audit Licensee's procedures and to examine Licensee's computer systems in order to determine whether such procedures and computer systems comply with the requirements set forth in this Agreement. 10. WARRANTY. 10.1 Limited Warranty. DMP represents and warrants to Licensee that the Licensed Product will perform in all material respects. DMP further represents and warrants that it has the right to enter into this Agreement and to grant Licensee the rights granted hereunder. Should DMP be in breach of its representation and warranty under this Section 10.1, DMP's entire liability and Licensee's exclusive remedy under this Agreement shall be, at DMP's option, which option shall be exercised, within thirty (30) business days from the date of Licensee's notice of breach, either (i) return the Licensed Product(s) in exchange for the full refund of all of the fees paid for such Licensed Product, or (ii) repair or replace the Licensed Product upon its return to DMP provided, however, that DMP receives written notice from Licensee of a breach of warranty. Any replacement Licensed Product will be warranted for the remainder of this Agreement. Page 8 of 13 Agreement No. 04012012001 10.2 Infringement. (a) If any action or proceeding brought against Licensee is based on a claim of infringement arising out of Licensee's use of all or any portion of a Contributed Database included in the Licensed Products, and if Licensee notifies DMP within thirty (30) days after the receipt of knowledge of any such action or proceeding, DMP shall, at its own expense, do the following to assure continuation of the use of the Licensed Products and Documentation: (i) procure for Licensee the right to continue to use any part of the Licensed Product and Documentation affected by such action or proceeding; or (ii) replace or modify, with Licensee's approval, any Licensed Products and Documentation determined to be infringing such that the infringement is removed; or (iii) failing (i) or (ii) above reimburse Licensee for the pro rata portion of the Licensed Products license fee paid to DMP by Licensee, if any, for any period in which Licensee is unable to use the Licensed Product as a result of such action or proceeding. Licensee shall exert its best efforts to cooperate with DMP in DMP's defense of such actions and proceedings. DMP shall give Licensee prompt written notice of any potential infringement problems of which it becomes aware. (b) Notwithstanding anything to the contrary contained herein, DMP and Contributors shall have no warranty, liability or obligation with respect to Peripheral Products or to any modifications of the Database by Licensee if, absent the incorporation of the Licensed Products or modifications made by Licensee, the claim of infringement would not have occurred. Further, if any claim, suit or demand is asserted by a third party that, as a result of modifications by the Licensee, the Licensed Products as so modified infringes on intellectual property right of the third party or that Peripheral Products infringe on intellectual property right of the third party, Licensee shall defend, indemnify and hold harmless DMP with respect to any and all losses, necessary and reasonable costs, liabilities or damages resulting from or in conjunction with such claim (including reasonable and necessary attorneys' fees) and any judgment that may be awarded against DMP to the extent based upon such Licensee made modification or Peripheral Product. 10.3 Disclaimer of Warranties. THE WARRANTIES STATED IN SECTION 10.1 ABOVE ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY DMP. THERE ARE NO OTHER WARRANTIES RESPECTING THE LICENSED PRODUCT, DOCUMENTATION, OR SERVICES PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT, EVEN IF DMP HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN. 10.4 Limitation of Liability (a) Except as otherwise expressly set forth in this Agreement, neither DMP, Contributors nor Licensee shall be liable to any of the others for any special, indirect, incidental or consequential damages resulting from a breach of this Agreement including, but not limited to, loss of use of or under - utilization of labor or facilities, loss of revenue or anticipated profits, or claims of customers, resulting from performance or nonperformance of the obligations under this Agreement. (b) Except for claims of infringement or unauthorized disclosure of the other party's proprietary or confidential information, any provision herein to the contrary notwithstanding, the maximum liability of DMP to any person, firm, or corporation whatsoever arising out of or in connection with any license, use, or other employment of the Database delivered to Licensee hereunder, when such liability arises from any claim based on breach or repudiation of contract or warranty, shall in no case exceed the actual Licensed Product License Fee paid to DMP by Licensee for the Licensed Product, the license, use, or other employment of which gives rise to the liability. 11. TERM OF AGREEMENT. This Agreement shall be effective on the Effective Date and shall continue in effect commensurate with the terms specified on the Order Form, unless terminated in accordance with the terms and conditions of Section 12. 12. DEFAULT AND TERMINATION. 12.1 Events of Default. This Agreement may be terminated by the non - defaulting party if any of the following events of default occur: (a) a party materially fails to perform or comply with this Agreement or any provision hereof; (b) a party fails to strictly comply with the provisions of Section 8 (Protection) or of Section 9 (Confidentiality and Injunctive Relief) or makes an assignment in violation of Section 16 (Non - assignability); (c) any transfer, sale, merger, or acquisition of more than fifty percent (50 11/6) of the issued and outstanding shares or assets of either party; (d) a party ceases doing business, becomes insolvent or admits in writing its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; (e) a petition under any foreign, state, or United States bankruptcy act, receivership statute, or the like, as they now exist, or as they may be amended, is filed by a party; (f) such a petition is filed by any third party, or an application for a receiver is made by anyone and such petition or application is not resolved favorably within ninety (90) days. Page 9 of 13 Agreement No. 04012012001 12.2 Effective Date of Termination. Termination under subparagraphs 12.1(b), (c), (d), (e), or (f) above shall be effective on notice. Termination under subparagraph 12.1 (a) shall be effective thirty (30) days after notice of termination to the defaulting party if the defaults have not been cured within such thirty-day (30 -day) period. 12.3 Obligations on Expiration or Termination. Upon expiration or termination of this Agreement, Licensee shall cease and desist all use of the Licensed Products, and Licensee shall promptly deliver to DMP at termination all full, or partial, copies of the Licensed Products and Documentation in Licensee's possession or under its control. Expiration or termination shall not prohibit Licensee from continued use of Peripheral Products in perpetuity under the terms specified herein and continued use of Derivative Products in perpetuity under the terms specified herein provided that such use does not include any manner of attempt to recreate any form of the Licensed Products from such Derivative Products and Licensee continues to protect such Derivative Products in perpetuity as outlined in this Agreement. Licensee acknowledges that its failure to comply with the obligations of this Section will constitute unauthorized use of the Licensed Products, entitling DMP to equitable relief as specified herein. 13. INDEPENDENT CONTRACTOR STATUS Licensee DMP agrees that DMP is an independent contractor and not an employee of the Licensee and all of DMP's personnel shall be employees or subcontractors of DMP and not employees of the Licensee. DMP 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. 14. INSURANCE REQUIREMENTS DMP shall obtain, at its sole cost and file with licensee prior to exercising any right or performing any obligation pursuant to this Agreement, and maintain for the period in which annually licensed products are in effect, a policy or policies of liability insurance or a certificate of such insurance, satisfactory to Licensee, naming Licensee, its officers and employees as additional insured, which insurance coverage shall not be less than that provided in the form of a comprehensive liability insurance policy against injuries to persons or property resulting from or arising out of negligent operations of DMP, its officers or employees. Said policy or policies of insurance shall provide coverage for both general liability and automobile liability in not less than the following minimum amounts: One Million Dollars ($1,000,000.00) combined single limit for automobile liability, including bodily injury and property damage; One Million Dollars ($1,000,000) general aggregate for general liability. Said policy or policies shall also contain a provision that no termination, cancellation or change of coverage of insured or additional insured shall be effective until after thirty (30) days notice thereof has been given in writing to Licensee. DMP shall give to Licensee prompt and timely notice of claims made or suit instituted arising out of Digital Map Product's operations hereunder. DMP shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance, which in its own judgment, may be necessary for its own for its proper protection in the performance of the work. 15. NOTICES All notices, authorizations, and requests in connection with this Agreement shall be deemed given (a) five days after being deposited in the mail, postage prepaid, certified, or registered, return receipt requested; or (b) one day after being sent by overnight courier, charge prepaid; and addressed as first set forth above or to such other address as the party to receive the notice or request so designates by written notice to the other, addressed as follows: If to DMP: Digital Map Products, Inc 18831 Von Karman Ave., Suite 200 Irvine, CA 92612 Attn: Contracts Phone: (949) 333 -5111 FAX: (949) 333 -5112 16. NON - ASSIGNABILITY If to Licensee: City of Santa Ana 20 Civic Center Plaza (M -30) Santa Ana, CA 92701 Attn: Clerk of the Council Phone: (714) 647 -6520 FAX: (714) 647 -6956 Licensee may not assign or transfer this Agreement or all or any part of its rights hereunder, by operation of law or otherwise, without the prior written consent of DMP. Any unauthorized assignment or transfer shall be null and void and shall constitute grounds for immediate termination of this Agreement under Section 12 above. DMP may assign this Agreement to a related party, or unrelated party as part of a merger, acquisition or the business re- organization and Licensee hereby consents to such assignment. This Agreement shall inure to the benefit of and be binding upon any permitted successor or assign. Page 10 of 13 Agreement No. 04012012001 17. GOVERNING LAW The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California, without regard to the conflicts of laws principals thereof. 18. SEVERABILITY If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. 19. MISCELLANEOUS. 19.1 Entire Understanding. This Agreement and the exhibits attached hereto contain the entire understanding and agreement between the parties respecting the subject matter hereof and all prior quotations, invoices, negotiations, understandings, representations, and agreements of the parties, whether oral or written, are superseded in their entirety. 19.2 Modifications to Agreement. This Agreement may not be supplemented, modified, amended, released, or discharged except by an instrument in writing signed by each party's duly authorized representative. 19.3 Headings Not Controlling. All captions and headings in this Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions. 19.4 Consent to Breach Not Waiver. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind. 19.5 Third Party Beneficiary. Licensee acknowledges that the provisions of this Agreement are intended to inure to the benefit of the Contributors. If Licensee breached any of these provisions, the Contributors will be entitled to enforce this Agreement directly against the Licensee, whether in DMP's or the Contributors' name. Licensee further acknowledges that DMP executes this Agreement as principal on its own behalf and, exclusively to accept or otherwise perfect the Contributors' rights against Licensee, as agent on behalf of the Contributors. Page 11 of 13 Agreement No. 04012012001 Attachment C Scope of Services Line Items Intergraph to Esri Transition Services The City of Santa Ana currently uses Intergraph GeoMedia GIS software and desires to migrate to ESRI GIS software. In order to assist with the transition, Digital Map Products will provide GIS layer conversion, software training and technical advice regarding best practices for the setup and configuration of ArcGIS Server, ArcInfo and ArcView in a network environment. Tasks GIS Layer Conversion • 75 hours budgeted for this task. • Convert existing city created Intergraph GIS layers (including text features) to ESRI GIS format. • Create ArcGIS documents (MDX format files) to replace existing city map print formats. ESRI Software Training • 25 hours budgeted for this task with flexibility in the selection of the type of classes provided. • Training options: • Provide on -site software training for key city staff (up to 20 users) to ensure they are able to find, access, and utilize city GIS data within the ESRI environment. • Provide advanced, administrator level training for the setup, configuration, use and maintenance of ArcGIS Server and Arc /Info software. ESRI Software - Technical Support and Best Practices • On -Call support and best practice services for City Staff (See Attached Rate Card) • Questions will be forwarded to DMP Page 12 of 13 Agreement No. 04012012001 Hourly Rate Card The following rate shall apply for additional services not specifically outlined in this Attachment C. • Software Architect: $200 /hour • Software Engineer: $150 /hour • Product /Support Specialist: $125 /hour • Data Development Specialist: $125 /hour Aerial Imagery Wall Murals Digital Map Products shall delivery wall murals of aerial imagery to match those previously delivered in the 2007 — 2011 contract. Tasks Delivery of Aerial Imagery Wall Murals • 5 @40 "x40" • 8 @66 "x66" Page 13 of 13 DIGIT -3 OP ID: NS E (MM /DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 712/22/11 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 iPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to ure terns 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). O PRODUCER 661 - 283 -8100 NAME CT Janice Diehl Clifford & Bradford Ins Agency 661 - 283 -8111 PHONE 661- 283 -8100 alc No:661- 283 -8111 1515 20th Street E-MAIL No Ext Bakersfield, CA 93301 ADDRESS: diehl@cliffordandbradford.com Herb Cierley INSURERS AFFORDING COVERAGE NAIC # INSURER A: Travelers Property Casualty 36161 INSURED Digital Map Products, Inc. INSURER a.The Hartford Leisa Cierley INSURER C: Lloyds of London 18831 Von Karman Ave Ste 200 Irvine, CA 92612 INSURER D / INSURER 5: INSURER F --- - -- _ _ -- ---�....�.��.......��.._ DC \ /IClnal id1111#RFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER MMIEIDY EFF MMIODr EXP LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,00 PREMISES Ea occurrence $ 300,00 B X COMMERCIAL GENERAL LIABILITY X 51 UUNVX3967 07126/11 07/26112 MED EXP (Any one person) $ 10,00 CLAIMS -MADE Flwrl OCCUR PERSONAL & ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,00 Emp Ben. $ 1,000,00 PRO-_ POLICY LOC LIMIT Ea a 1,000,00 UTOMOBILE LIABILITY d.ntSINGLE $ BODILY INJURY (Per person) $ 51 UUNVX3967 07/26/11 07/26/12 B ANY AUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED NON -OWNED PROPERTY DAMAGE Per accident $ X HIRED /SAUTOS X AUTOS UMBRELLA LIAB 1 X OCCUR EACH OCCURRENCE $ 5,000,00 AGGREGATE $ 5,000,00 B EXCESS LIAB CLAIMS -MADE 51 RHUVX4078 07/26/11 07/26/12 DED I X I RETENTION $ 10,000 $ WORKERS COMPENSATION X I TORY IM T O R A AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN HJUB8092L41712 01/01/12 01/01113 E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE - EA EMPLOYEEI $ 1,000,00 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N/A E.L. DISEASE - POLICY LIMIT $ 1,000,00 If yas, describe under DESCRIPTION OF OPERATIONS below C Professional E &O 53429 07126/11 07126112 Agg Limit 5,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, H more space Is required) �t� tir 7 s THE CITY OF SANTA ANA, ITS OFFICER, EMPLOYEES, AGENTS, VOLUNTEERS AND REPRESENTATIVES ARE INCLUDED AS ADDITIONAL INSURED UNDER THE GENERAL _- 9 — LIABILITY POLICY PER HG0001 06/05 (PAGE 12 OF 18) WITH RESPECTS TO THE L OPERATIONS OF THE NAMED INSURED PER WRITTEN CONTRACT IN PLACE PRIOR TO LOSS. C1IV'Attor, -jo? SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF SANTA ANA ACCORDANCE WITH THE POLICY PROVISIONS. TERI CABLE 20 CIVIC CENTER PLAZA AUTHORIZED REPRESENTATIVE ROSS ANNEX M -21 SANTA ANA, CA 92701 h (9) 1 VOS-!U9 U AGUKU GUMVUI%^ 1 IUIM. All n9na5 rtlaCrveU. ACORD 26 (2010105) The ACORD name and logo are registered marks of ACORD A- 2012 -0713 - --IN DIGIT -6 OP ID: J1 CERTIFICATE OF LIABILITY INSURANCE °AT0713011 " " "' 07/30/14 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 CERJ.R1qAKVCJL R.PtJ %: IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain police } i By require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). C� P �"y SANTA ANA PRODUCER- M1�WV44nY - Roger Stone Insurance Agency 949- 757 -0375 5015 Birch Street Newport Beach, CA 92660 - Herb Cierley PHONE FF AIC No Ext : AIC No'. E_WAIL ADDRESS: GENERAL LIABILITY INSURER(S) AFFORDING COVERAGE NAIC Y INSURERA:Hartford Casualty 29424 $ 1,000,000 INSURED Digital Map Products Inc. INSURERS: Navigators Specialty Insurance X 18831 Von Karman Ave #200 Irvine, CA 92612 INSURER c: 07/26114 07/2611$ DAMAGETO RENTE PREIdISES Eapmurrence $ 300,000 INSURER D: $ 10,000 INSURER E $ 1,000,000 INSURER F COVERAGES CERTIFICATE NUMBER: 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 MAYHAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDDIYYYY MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY CLAIMS MADE OCCUR X 72UUNVK3844 07/26114 07/2611$ DAMAGETO RENTE PREIdISES Eapmurrence $ 300,000 MED EDP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATELIIVIIT APPLIES PER'. PRODUCTS- COMP/OPAGG $, 2,000,000 X PGLICY PEC °r LOD Emp Ben. $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea acrid e HL $ 1,000,000 BODILY INJURY (Poi person) $ A ANY AUTO 72UUNVK3844 07/26114 07/26115 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per ecdtlont) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Pei' accident $ )( UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 A EXCESS LIAB CLAIMS MADE 72RHUVK3446 07/26/14 1 DED I X I RETENTION$ 10,000 $ A WORKERS COMPENSATION AND EMPLOY ERS' LIABILITY ANY PROPRIETORIPARTNER /EXECUTIVE Y� OFFIOERIMEMEER EXCLUDED? (Mandatory In NH) MIA 72WEGC3734 01101114 01101/15 X TWO STATIJ OTH- TO Y E.L. EACH ACCIDENT $ 1,000,000 E. L. DISEASE - EA EMPLOYEE _ $ 1,000,000 "yes describe under DESCRIPTION OF OPERATIONS below EL.DISEASE - POLICY LIMIT $ 1,000,000 B Errors & Omissions 4731187 07126114 07/26/15 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) .,w The City of Santa Ana, its officers, employees, agents, volunteers and ® POW representatives are included as Additional Insured under the General R ED Liability policy per form HG00010605 (page 12 of 18) with respects to operations of the Named Insured per written contract prior to loss. Jose Is J e for Assistant City Attorney CERTIFICATE HOLDER CANCELLATION Q I/ CITYSA9 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Teri Cable 20 Civic Center Plaza Ross Annex M -21 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 ACORD 25 (2010/05) © 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which an insured under this Coverage Part is also an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. S. Newly Acquired or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial 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 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred betore 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 rnotor 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. 5. 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 respect to a. "Bodily injury" to a co- "employee" of the person operating the watercraft; or b. "Property damage" to property owred by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The fallowing person(s) or crganization(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 or cacrccmcnt. 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 a 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, "property damage" included within the "products - completed operations hazard ". (1) The insurance afforded the vendor is subject to the following additional exclusicns: 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, Page 10 of 18 HG 00 01 06 05 (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 the substitution of parts under, instructions from the manufacturer, and then repackaged In the original container; (e) Any failure to make such inspections, adjustments, tests 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; (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: (i) The exceptions contained in Sub- paragraphs (d) or (f), or (ii) Such inspections, adjustments, tests 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 umtainer, 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 ", "property 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. 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 exclusion applies: 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 hazard ". HG 00 01 06 05 Page 11 of 18 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 whiten 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", "property damage" or "personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or survevinq services, includinq: (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. Flow this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. 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 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 "cults" brought; or c. Persons or organizations making claims or bringing "suits ". 2, General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury' or "property damage" included in the "products- completed operations hazard "; and c. Damages under Coverage B. 3. 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 the sum of a. Damages under Coverage A; and b. Medical expenses under Coverage C because of all "bodily injury' and "property damage" arising out of any one "occurrence ". 6. Damage To Premises Rented To You Limit Subject to S. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these 7. Medical Expense Limit Subject to 5, above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury' sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 01 0605 �•-^� �- -^� LIABILITY ' ®® s CERTIFICATE DATE (MMIDDNYYY) u 01108/15 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 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 949- 757 -0270 Roger Stone Insurance Agency 949- 757 -0375 5015 Birch Street Newport Beach, CA 92660 Herb Cierley NAME CT PHONE FRX 4AtO, No Exti AtC Not; EMAIL ADDRESS: - -- -- -- _ INSURER(S) AFFORDING COVERAGE _ NAIC_# INSURERA: Hartford Casualty 29424 INSURED Digital Map Products Inc. 18831 Van Karman Ave #200 INSURER B: $ INSURER C: COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR Irvine, CA 92612 INSURER D: _ INSURER E: s —'� $ MED EXP (Any one person) INSURER F : PERSONAL & ADV INJURY COVERAGES CERTIFICATE NUMBER: RFVISIOKI NIIMRFR- THIS IS TO CERTIFYTHAT 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 MAYHAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSR D POLICY NUMBER POLICY EFF MMIODIYYYY POLICY EXP MMIDDIYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY CLAIMS -MADE 7 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence —'� $ MED EXP (Any one person) _ $- PERSONAL & ADV INJURY $ _ GENERAL AGGREGATE $ GENT AGGREGATE LIMIT APPLIES PER', PRODUCTS- COMPIOP A3G $ POLICY PRO LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accidor BODILY INJURY (Per person) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY Per accident ( ) $ NON-OWNED ED HIRED AUTOS AUTOS PROPERTY DAMAGE Per accident -" $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION$ $ i A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE OFFICER&IEMBER EXCLUDED? (Mandatory in NH) If yes, describe under NIA 72WEGC3734 01101/15 01/01116 VIC STATU- TO'.j! LIMIT ER E.L. EACH ACCIDENT $ 1,0001000 — E.L. DISEASE - EA EMPLOYEE --)-- _ $ i,coo,o0o E.L. DISEASE- POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Verification of coverage. ' 'BY' � � �IGITA_ MAP � 7[k��T� A -:012 -078 ��dl�W�D �� f (NICE fER�DlA (FIG, 1 of "A) City of Santa Ana Attn: Teri Cable 20 Civic Center Plaza Ross Annex M -21 Santa Ana, CA 92701 + e- I r AUTHORIZED REPRESENTATIVE @ 1988 -2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD THIS IST?YCERTIFY THAT THE --POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD-- INDICATED. NOTVV ITH STANDING 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, LTR TYPE OF INSURANCE INSR POLICY NUMBER MoOrmy) LIMITS GENERAL LIABILITY EA:H OCCUPPENCIE '-I��IMERC�A, E � I JA� -,PAl- 1 -)jlj7',' MAF,77777FTF7, PREMISES LE.3 onLtj, M J1 EL) EX-1 (Any onp p-rscn) --- - ------ --- ............... . .. - - ----- INJUP,' - - ------------- - - GENERAL AGGREGATE $ GEr i L A,,, ARE GATE LIN,11 T A[--,PLIES I- EP CC,ijP/CF., AGw - ------- ---- - --- I JD AUTOMOBILE LIABILITY COMBINED E LIMt-1 -.7Eaa^ccidenu i0,[( AUI,j BODILY IN JJP'r(Pi per.--,onl $ Al IE j T- INJR" oidon HRE- AL. FOE, ---------- -------- ------ - --- - UMBRELLA LIAR "C"Llp EAC,H,-�C,-UPRENICE 1. EXCESS LIAS AGGPFGA FE . .... ..... — --- - ----------- . —7 DED ...... WORKERS COMPENSATION 77,71477 1 TY AND EMPLOYERS' LIABILITY YIN IT� -C, ItLL, --�—R A ----] iNiA 172WEVK8969 01/01/15 01/01/16 E L EA,,`1 A,- Cl DENT 6 1, 0001�66 (Mandatory In NH) -- --- ' yes describe under E L 1-C'EASE FA ENIPL, ELI 1. 1,000,000 behay, E L DI" EASE - FIC LIC, Ll 0 Y 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES (Attach ACORD'101, Additional Remarks Schedule, if more space is required) Verification of coverage. DIGITAL MAP PRODUCTS A--2012--078 REVIEWED BY, EUNICE HEREDIA (PG, 1 of 1) "111111:4211112L -19 1 I of-AIIIIIIIII City of Santa Ana Attn: Teri Cable 03MEEIROM AUTHORIZED REPRESENTATIVE Hat-, C0 1988-2010 ACORD CORPORATION, All rights reserved. The ACORD nwT)e and logo are registered rriarks of ACORD HEREDr�,Rt T 6 . OP ID: J1 CERTIFICATE F' LI ILIA I oAT0 r27 /15 6 .�i+�'�r,��.�► l�u � �, �a1 -are Rvw�rlala �� I Eur`�icE z7 /1 � 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 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 949-757-027 Roger Stone Insurance Agency 5015 Birch Street 949-757.037 Newport Beach, CA 92660 Herb Ci,erley INSURER A.;: Hartford Casualty 29424 INSURED Digital Map Products Inc. INSURER B: Navigators Specialty Insurance 18831 Von Karman Ave #200 Irvine, CA 92612 4'NsuRER c : INSURER D: NSURER E: INSURER r' COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR U. TYPE, OF INSURANCE Attn: Teri Cable POLICY NUMBER MMIDDIYYYY MMQDIYYYY ................ LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 A X COMMERCIAL GENERAL LIABILITY x CLAIMS-MACE EXI OCCUR 72UUNVK,3844 07/26115 07/26416 PREMISES ERSmccurrence s 1,000,000 &I ED EXP (Any one person) .. 5 10,,000 PERSONAL. A ADV INJURY S 1,000,,000 GENERAL AGGREGATE.. 5 2,000..,000 PRODUCTS - COv1PIOP A.GG 5 2,000,000 G£N L AGGREGATE LIMIT APPLIES PER. 7 X POLICY PR O- LOG Emp Ben. S 1,000,.00 AUTOMOBILE LIABILITY I..., COMBINO=D SINGLE LIMIT Ea acccienl 1 000,000 "s i BODILY INJiURY(Per person) S A ANY AUTO) 72UUNVK3844 07126/15 ii 07/26116 .- ALL. OWNED SCHEDULED _ AUTOS _ -- AUTOS AUTOS BODILY INJURY (Par accidert) _ -.. `S + VMVOINI- flVVNED HIRE) AUTOS x AUTOS PRQRGRTY OAIv1AUG- Pef ace denO , - ,..._...e_a UMBRELLA LIAB X OCCUR EACH OCCURRENCE 'p ....5,000,000 A EXCESSLIAB OLAI IS -MADEi 72RHUVK3446 07126115 07126116 AGGREGATE , 5,000,000 RETENTIONS A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANiYPROPP ,IETORIPARTNERrEXrC;UTIVE Y N OFFICERNAENIBER EXCLUDED? El (Mandatory in NII N / A 72WEVK8969 0'1101115 01101/15 X WC STATU- OTH- ,'.., TORY LItAITS tR L L. EACI I ACMDEN'I 5 1,000,000 " E.L. DISEASE, EA EMIPLOYE .,5 1,000,000 If yes describe under DESCRIPTION OF OPERATIONS oelcw E.L. DISEASE - POLICY LIMIT "'.i 1,000,000 B Professional Llab 480159 07/26115 07126116 Aggregate 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS N VEHICLES IAitauh ACORD YOt, Additional Remarks Schedule, if more space is required! The city of Santa Ana, its officers, employees, agents, volunteers and representatives are included as Additional Insured under the General Liability policy per form HGO0010605 (page 12 of 18) with respects to the operations of the Named insured per written contract prior to loss. CERTIFICATE HOLDER CANCELLATION CITYSA9 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE' VVITH THE!POLICY PROVISIONS. Attn: Teri Cable 20 Civic Center Plaza Ross Annex M -21 Santa Ana, CA 92701 AUTHORIZED REPR'..ESENTAt "IVE ' @'9988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and largo are registered marks of ACORD Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Narned Insured shown in the Declarations, and any other person or organization qualifying as a Narned Insured under this policy, The words "we", "us" and "our" refer to the stork insurance company mernber of 1"he Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under, Section 1I — Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I — COVERAGES COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies, We will have the right and duty to defend the insured against any "suit" seeking those daiinages. However, We Will have HU duty 10 defend the insured against any "Suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "Suit"' that may result, But: (1) The amount we will pay for damages is limited as de!;criihed in Section III — Limits Of lnsurancc; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liahility to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. lb. This insurance applies to "bodily injury "" and ,,property damage" only if: (1) The "bodily injury" or "property damage" Is causpri by an " occurrence"" that takes place in the "coverage territory"; (2) The "bodily injury" or "property darnage" occurs during the policy period; and Prior to the policy period, no insured listed under Paragraph 1. of Section 11 — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whale or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "i injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1, of Section 11 — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the " "bodily injury" or '"property darnage" to US or any other insurer-, (2) Receives a written or verbal dernand 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 OF has begun to occur d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. 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, eirnerguncy medical (echnida i Or paramedic shall be deemed to be caused by an ' "occurrence" but only if: (a) The physician, dentist,, nurse, emergency medical technician or paramedic is employed by you to provide such se(vices-, and (b) You are nor engaged in the business or occupailion of providing such services. HG 00 01 06 05 Page 1 of 18 2005 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any actor omission together with all related acts or emissions 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 reasorrabie force to protect persons or property, b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absonec of the contract or agreement, or (2) Assumed in a contract or agreernent 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 party other than an insured are deemed to be damages because of "bodity 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 ", arid (b) Such attorney fees and litigation expenses are for defense of that party against a ci vil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged c. Liquor Liability "Bodily injury" or "property damage" for which any insured may Ibe held liable by reason of: (i) Causing or contributing to the intoxication of any person; (2) The furnishing of aicoholic beverages to a person Linder the legal drinking age or Linder the Influence of alcohol- or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution Or use of alcoholic beverages This eXdLJSiOn applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages, EUNICE HEREDIA (PG 3 OF 19') d. Workers' Compensation And Similar Laws Any obligation of the insured wider a workers' compensation, disability benefits or unemployment compensation law or any similar am e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising cut 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 snmeonp else who rniit pay d2rnagp-s because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage," arising out of the actual, alleged or threalened discharge, dispersal, seepage, migration, release or escape of "pollutants ",: (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and Cdused by sinuke, fun7e6, vapor or soot produced by or originating from equipment that is used to heat, cool nr dehumidify the building, or (',qUipmerrit that is used to heat water for personal use, by the building's Occupants or their guests" (ii) "Bodily injury" or "property damage" for which you may be hold liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premise=, site or location aiid Such premises, site or kicatiun i6 nut and never, was owned or occupied by, or rented or loaned to, ary insured, other than that additional insured; or Page 2 of 18 HG 00 01 06 05 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY! (iii) "Bodily injury" or "'property darnage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time Used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste', (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) A( of from any p[ernibeb, site or location on which any insured or any contractors or subcontractors working directly or ind'irectl'y on any insured's hehalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic ar rincolharrical functions necessary for i operation of 1" rnobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle i designed to hold, store or receive them. This exception does not apply if the "bodily lr)jUry" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating flUrds, or if such fuel,-, fubricants, 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 ffie operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "'property damage" susl2ined within 2 1 and catised by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor, or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile, fire", or EUNICE HEIREDIA (PG 4 OF 19) (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly an any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, cl or neutralize, or in any way respond to, or assess the effects of, "pollutants " ", (2) Any loss, cost or expense arisirg 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 darnages 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 authal 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 leaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rem; (2) A watercraft You do not own th2t 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 ",Wt0` is riot owned by or rented or loaned to you or the insured, HIG 00 01 06 05 Page 3 of 18 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft,- (5) "Bodily injury "" or "property damage" arising Out of the operation of any of the equipment listed in Paragraph f.(2) or f�(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: (1), The transportation of "mobile equipment" by an ,"auto"" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or Stunting activity, i. War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (i) War, including undeclared or civil war; (2) WarUke action by a miklary 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 off these. Ji. Damage To Property "Pfuperly ddinage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, indudirig prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the ' "property damage" arses out of any part of those premises; (3) Property loaned to you, (4) Personal property in the, care, rustody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors EUNICE HEREDIA (PG 5 OF 1g) working directly or indirectly on your behalf are performing operations, if the "'property damage" arises out of those operations; or (6) That particular part of any property that Must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of InSUranoe, 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 eXCILISiUn 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 "preducts- compteted operations nazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of It. L Damage To Your Work "Property damage" to "Your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on Your behalf by a subcontractor. m, Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, Inadequacy or dangerous condition in "your product" or "your work"-, or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does nnI apply to the loss Of use Of other property arising out of sudden and accidental physical injury to "your product "" or "your work" after if has been put to its intended use. Page 4 of 18 HG 00 01 06 65 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY 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 ruse, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of. (1) "Your product"; (2) "Your work"; or (3) "ll-nipaired 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 "peisonal and advertising injury". ii 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, Ci i 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 i at whorn any "eMplOyrnelli.- 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 jnfjury, r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "ahestn% i (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 of threatened injury or damage of any nature or EUNlCE HEREDIA (16 OF 19) 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, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsi containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard", Damage To Promises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through K and j. through n. do not apply to damage by fire, lightning or explo;bn to premises while rented to you or temporarily occupied by you with permission of the owner, A separate limit of insurance applies to this coverage as described in Section III - Limits Of insurance, COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY 1, Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of .'personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury" to which this insurance does not apply. We may, at our discrelinn, investigate any offense and selflin any claim or "suit" that may result. 3ut: (1) The amount we will pay for damages is limited as described in Section III Limits Of Insurance; and I Our right and duty to defend erd when we have used up the applicable limit of insurance: in the IpRyrnent of judgments or setlInmenIs linder Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under, Supplementary Payments - Coverages A and B. b. This insuranc(, applies to " personal and advertising injury" caused by an offense arising ClUt Of Your business but only if the offense was committed in the "coverage territory" during the policy period. 100 01 06 05 Page 5 of 18 DIGITAL MAP PRODUCTS A-20112-078 REVIEWED BY 2. Exclusions Thiis 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. d. Criminal Acts "Personal and advertising injury "" arising out of a criminal act commitled 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 00 of a breach of contract, except an implied contract to use another's "adverJsing 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, trada, name, trade secret, service rnark or other designation of origin or authenticity. However, this eXCILISi011 does not apply to infringement, in your "advertisement", of (1) Copyright; 0 EUNICE HEREDIA (PG 7 OF 1g) (2) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity" or (3) Title of any literary or artistic work. j. Insureds In Miedia 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 sites for other,,; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 17.a., b, and c. d "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, placing an "advertisement "" for or finking to others on Your web site, by itself, is not uonsidefed the business of advertising, broadcasting, publishing or telecasting. lk. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, cir over which the insured exercises control, 1. Unauthorized Use Of Another's Nlame Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-snail address, domain name or rnetatags, 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 dr�suharye, 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, dean 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 bemuse of testing for, monitoring, cleaning LIP, removing, containing, treating, detoxifying or neutraiizing, ar in any way responding to, or assessing the effects of, „pollutants'". Page 6 of 16 HG 00 01 06 05 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war, (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign Or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. pi. Internet Advertisements And Content Of Others "Personal and advertising injury" arising out of: (1) An "advertisement" for others on your web site (2) Placing a link to a web site of others on your web site; (3) Content, including informadun, sounds, text, graphics, or images from a web site of others displayed within a frame or border on your web site; or (4) Computer code, software or programming used to enable: (a) Your web site; or (b) The presentation or functionality of an "advertisement" or other content on your web site. 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 orfederal act, However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state Of federal aulL 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 Or Humiliation "Personal and advertising injury" arising out Of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured u. Employment-Related Practices "Personal and advertising injury" to: (1) A person arising out of any "crnploynient- related practices", or ,agar i4ov ( EUNICE HEREDIA (PG 8 OF 19) (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 Le 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, 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 riot 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, dean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"l- 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", COVERAGE C MEDICAL PAYMENTS 1, Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations-, provided that: (1) The accident takes place it the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of [he accident; and (3) The injured person submits to examination, at Our expense, by physicians cf our choice as often as we reasonably require. HG 00 01 06 05 Page 7 of 18 DIGITAL MAP PRODUCTS A--20'12-078 REVIEWED BY: b. We will make these payments regardless of fault. These payments will not exceed the appficable limit of insurance, We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for " bodily injury": a. Any Insured To any insured, except "volunteer workers" b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies, d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law, e. Athletics Activities To a person injured while practicing, instructing or participating in gmy physica4 exercises or garnes, sports, or athletic contests, f. Prod ucts-Corn p leted Operations Hazard Included within the ' "products- completed operations hazard". g. Coverage A Exclusions Excluded Linder Coverage A, SUPPLEMENTARY PAYMENTS — COVERAGES A AND 8 1. We will pay, with respect to any ciairn we investigate or settle, or any "Suit" against an insured we defend: a. All expenses we incur, b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising cut of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds, c. The cost of 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. d. All reasonable expenses incurred by the insured at our request to assist us m 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. EUNICE HE�REDIA (PG 9 OF 1g) e. All costs taxed against the insured in the "suit", f. Prejudgment interest awarded against the insured on that part of the judgment we pay, If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the par[ of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we wTI defend that indemnitee if all of the following conditions are rnet, a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; 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 rontraol"; 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 indpmnitee -1 e. The indeninitee and the insured ask LIS to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any dernands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate With Us , with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to (a) Obtain records and other information related to the "suit"i and (b) Conduct and control the defense of the indemnitee in such "suit", So long 2S the above conditions are rnet, attorneys' fees incurred by us in the defense of that indemnitee, Page 8 of 18 HG 00 01 06 05 / el DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY� 4�4vl /(. EUNICE HEREDlA (PG 10 OF 19) necessary litigation expenses incurred by us and However, none of these "employees" or "volunteer necessary litigation expenses incurred by the workers" are insureds for: indemnitee at our request will be paid as (1) "Bodily injury" or "personal and advertising Supplementary Payments. Notwithstanding the injury": provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Darnage (a) To you: to your partners or members (if you Liability, such payments will not be deemed to be are a partnership or joint venture), to your darnages for "bodily injury" and "property damage" and members (if you are a limited liability will not reduce the limits of insurance. company), to a co-"employee" while in the Our obligation to defend an insured's indemnitee and course of his or her employment or perfornling duties related to the conduct of to pay for attorneys' fees and necessary litigation your business, or to your other "volunteer expenses as Supplementary Payments ends when: workers" while performing Duties related to a. We have used LIP the applicable limit of n,Urance the conduct of your business; in the payment of judgments or settlements-, or (b) To the spouse, child, parent, brother or sister b. The conditions set forth above, or the terms of the of that co-"employee" or that "volunteer agreement described in Paragraph f. above, are no worker" as a consequence of Paragraph longer met, (1)(a) above, SECTION! 11 — WHO IS AN INSURED (c) For which there is any obligation to share 1. If you are designated in the Declarations as: damages with or repay someone else who a. An individual, you and your spouse are insureds, must pay damages because of the injury but only with respect to the conduct of a business described in Paragraphs (1)(a) or (b) above; of which you are the scile owner, or 11p. A partnership or joint venture, you are an insured. (d) Arising out of his or her providing or failing to Your members, your partners, and their spouses provide professional health care services. are Also Insureds, but only with respect to the It you are not in the business of providing conduct of your business. professional health care services, Paragraph (d') c. A limited liability company, you are an insured. does not apply to any nurse, emergency medical technician or paramedic employed by Your members are also insureds, but only with you to l ouch vcrvicco. respect to the conduct of your business Your managers are insureds, but only with respect to (2) "Property damage" to property: their duties as your managers. (a) Owned, occupied or used by, d. An organization other than a partner-ship, joint (b) Rented to, in the care, custody or control of, venture or limiled liability company, you are an or over which physical control is being insured. Your, "executive officers" and directors are exercised for any purpose by insureds, but only with respect to their duties as you, any of your "employees", "volunteer your officers or directors, Your stockholders are workers", any partner or member (if you are a also insureds, but only with respect to their liability partnership or joint venture), o- any member (if as stockholders. you are a limited liability company). e. A trust, You are an insured. Your trustees are also b. Real Estate Manager insureds, but only with respect to their duties as trustees. Any person (other than your ""employee'" or. 2. Each of the following is also an insured: .1 volunteer worker"), or any organization while acting as your real estate manager. a. Employees and Volunteer workers c. Temporary Custodians of Your Property Your "volunteer workefs" only while performing Any person or organization having proper duties related to the conduct of your business, or temporary CLAS10dy of your pr0peFy if YOLI die, but Your "employees", other than either your "executive only: officers" (if You are an organization other than a partnership, joint venture or limited liability (1) With respect to liability arising out of the company) or your managers (If you are a limited maintenance or use of that property-, and liability company), but only for acts within the scope (2) Until your legal representative has been of their employment by you or while performing appomted, duties related to the conduct of your business, d. Legal Representative If You Die Your legal representative if you die, but Only with respect to duties as such. That representative will HG 1 00 01 06 05 Page 9 of 18 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY have all your rights and duties Linder this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yoUr,,, which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does riot apply to injury or damage with respect to which an insured Linder this Coverage Pail is also an insured under, another policy or would be an insured under such policy but for its terminatlon or the exhaustion of its limits of insurance. Newly Acquired or Formed Organization Any organisation you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial 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 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; lb. Coverage A does not apply to "bodily injury" or ., property damage" that occurred oetoire 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 (lie 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. EUNICE HEREDIA (PG 11 OF 19) 5, Nonowned Watercraft With respect to watercraft you do not own that is less Chan 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 Wi[Irl respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft-, or b. "Properly 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. 6. 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 or u9rcci-nont, 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 organizalion is an insured Linder this provision if such person or organization is included as an insured by an endorsement issued by us and mace a part of this Coverage Part. a. Vendors Any person(s) or cirganization(s) (referred to below as vendor), but only with respect to "bodify 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 CnvL-.rpge Part provides coverage for "bodily injury" or "property damage'" included within the "products- completed operations hazard". (1) The insurance afforded the vendor is Subject to the following additional exciusicris: This insurance does not apply to; (a) "Bodily injury" of- "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This eXCILISion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; Page 10 of 18 HG 00 01 06 05 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY (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 the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests 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; (f) Demonstration, installatbri, servicing or repair operations, except such operations performed at the vendor's premises in connecticn 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: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections,, adjustments, tests 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 solo 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 conlainer, entering into, accompanying of 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", "property damage" or " "personal and advertising injury" Caused, in whole of in part, by your maintenance, up(-,,ratio[i or use of equipment leased to you by such person or organization, (2) With respect to the insurance afforded to these addifionall insureds this insurance does not apply to any "occurrence" which lakes place after the equipment lease expires. EUNICE HEREDIA(PG'120F 19) 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. 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; o r 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, Ly 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 exclusion applies. 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 ur for you, includjng� 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 r-nuni6pality; or (2) "Bodily injury" or "property damage" included within the "products- completed operations hazard". HG 00 01 06 05 Page 11 of 18 DIGITAL MAP PRODUCTS A-2012-078 REViEVVED BY 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 prerniSeS 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 agreenierit 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 Me insurance afforded to these additional insureds, 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 architectural, engineering or SlUrVeVinQ services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, SUI'VeYS, field orders, change orders at- 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, How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition In Section IV — Commercial General Liability Conditions, 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 The Limit-, of Insurance shown in the Declarakns and the rules helow fix the most we will pay regardless of the number of: a. Insureds, b. Claims made or "suits" brought; or EUNICE HEREDIA (PG 13 OF 19) c. Persons or organizations making claims or bringing "'suits ". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage"' included in the "prod ucis-ccrnple ted operations hazard", and c. Damages under Coverage B. 3. Prod ucts-Co mpleted Operations Aggregate Limit The Products- Completed Operations Aggregate Limit is the most we Will pay Under Coverage Afar 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 far lhe 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 the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C heGaLlSe of all "bodily injury" and "p-operty damage" arising out of any one "occurrence", S. Damage To Premises Rented To YOU Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because at "property damage." to any one promises, while rented to you, or in the case of damage by fire, lightning or explosior, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these 7. Medical Expense Limit Subject to 5, above, the Medical Expense Limit is the Most We Will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 3, How Limits Apply To Additional Insureds It You have agreed in a written contract or written agreement that another person or organization be Page 12 of 18 HG 00 41 06 85 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY: added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of insurance of this Coverage Part apply separately to each consecutive annual period: and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance, SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve US of oUlr obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense YOU or any additional insured must see to A 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 If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or I"SUW' and the dale received; and (2) Notify us as soon as practicable. YOU or any additional 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 Gleikii err "suit", (2) Auli us ro olitain rpcords and other information, EUNICE HEREDIA (PG 14 OF 19) (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit' and (4) Assist us, upon Our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or darnage to which this insurance May also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without Our consent. e. Additional Insureds Other Insurance If we cover a claim or ",quit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indpmnity. However, this provision does n:)( apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non - contributory with the additional insured's own insurance, f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a, and b. apply to you or to any additional insured only when such "occurrence", offense, claim or " "suit "" is known lo: (1) You or any additional insured that is an individual; (2) Any partner, if You or an additional insured is a partnership, (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured 3. Legal Action Against Us No person or organization has a right under this Cover-age fart: a. To join us as a party or otherwise bring us into a "Suit" asking for damages from an insured: or b. To sue us on this Coverage Part Unless all of its terms have been fully complied with A person or organization may sue us to recover on an agreed settlernent or can a final judgmeot against an insured, but we will not be liable for camages that are not payable under the terms of this Coverage Part or li 00 01 06 05 Page 13 of 10 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability slgned by us, the insured and the claimant or the claimant's legal representative. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below, b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Buildei's Risk, Installation Risk or similar coverage for "your wcri (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the Owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tuirarit for "property daniage" to premises rented to you or temporarily occupied by you with permission of the owner" (4) Aircraft, Auto Or Watercraft If the loss arises Out Of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion 9. of Section I Coverage A - Bodily kilwy And Properly Daniage Liability, (5) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of ' "property damage" to borrowed eClUipment or the use of elevators to the extent not subject to Exclusion j. of Section I I- Coverage A - Bodily injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to You covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance, or EUNICE HEREDIA (PG 15 OF 19) (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured, however, the following provisions apply to other insurance available to any person or organization who is an additioral insured under this coverage part, (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or w1tterr agreement that this insurance be primary, If other insurance is also primary, we will share with all that other insurance by the rnethod described in c. below, (b) Primary And Non - Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance, Paragraphs (a) and (b) do not apply to other lnsurance to which the additional insured has been added as an additional insured, When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any `SLO" if any other insurer has a duty to defend the insured against that "30". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of. (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductihle and self-insured amounts Under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Deciarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also, Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss retrains, whichever comes first. Page 14 of 13 HG 00 01 06 05 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY If any of the other insurance does not permit contribution by equal shares, we will contribute by iinnits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will Compute all premium-, for this Coverage Part in accordance with our rules and rates, b. Premium shown in this Coverage Part as advance premiurn is a deposit prernium only. At the close of each audit period we will compute the earned prernium for that period and send notice to the first Named Insured, The due date for audit and retrospective premiums is the date shown as the due date on the bilL If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request 6. Representations a. When You Accept This Policy By accepting this policy, you agree� (1) The statements in the Declaratlons are accurate and complete; (2) Tho-co rtatomonU; aro bailed 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 Urlintentionaily 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 becaLlSe Of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Narned Insured, and b. Separately to each insured against whom claim is made or "Suit" is brought, 8. Transfer Of Rights Of Recovery Against Others To Us a, Transfer of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have rnade under this Coverage Par(, those rights are transferred to us. The ir)SUred Must do nothing after loss to impair thern, At Our request, the 4w—woll EUNICE HEREDIA (PG 16 OF 19) insured will bring "suit" or transfer those, rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organizatior for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the inSLred 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, 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice, is mailed, proof of mailing will he Sufficient proof of notice. 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 air services through a. (1) Radio; (2) Television; (31) 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 LIPUN 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 fear an "'advertisement ". 3, "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4, "Auto" means a land motor vehicle, Irailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not inciude "mobile equipment" 5. "Bodily in ury" 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 HG 00 01 06 05 Page 15 of 18 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada, b. Interna6cinal waters or airspace, but only if the injury or damage occurs in the course at 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 rnerits according to the substantive law in such territory or in a settlement we agree to. "'Employee" includes a "leased worker". "Employee" does not include a "temporar,y worker". 8. "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 uuerciull, dernui evaluditioil, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at a person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, 10, "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11."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. Your fulfilling the terms of the contract or agreement, 12."InSLITed contract" means: a. A contract for a lease of premises. However, that portion of the r.ontract far a lease of premises that indemnifies, any person or organization for damage by fire, lightning or explosion to premises while EUNICE HEREDIA (PG 17 OF 19) rented to you or temporarily OCCUDed by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except it connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract at, agreement pertaining to your business (including an indemnification of a municipality it 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 toe= "bodily injury" or "property, damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage' arising out of construction or demolition operatic -is, within 50 feet of any railroad property and affecting any railroad bridge or i tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnities an architect, engineer or surveyor for injury or- d2rn2ge wising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, fieId crder3, change orders or drawings and specificatio-is; or (b) Giving directions or instruct ons, or fading to give them, if that is the primary cause of the injury or damage; or (2) Under which Ole insured, if an Eirdnilect, engineer or surveyor, assumes liability for' an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities, 13. "Leased worker-" means, a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "'temporary worker", 14. "Loading at- 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 a LJ tG "; Page 16 of 16 HG 00 01 06 05 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY Ill 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 altacl to the aircraft, watercraft or "auto". 15."Mobille 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. VehiCteS maintained fur use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads;; d. Vehicles, whether self-propelled or riot, maintained primarily to provide mobility to permanently mounted. (1) Power cranes, shovels, leaders, diggers or drills; or (2) Read construction or resurfacing equipment Such as graders, scrapers or rollers; e. 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, geuphysival expioratiun, 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 vehic@es with the following types of permanently attached equipment are not "mobile equipment" but will be considered ""autos"� (1) Equipment, of at east 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 arid generators, including spraying, welding, building cleaning, geuphysical exploration, lighting arid well servicing equipment. EUNICE HEREDIA (PG 18 OF 19) 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "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-, cl, Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, e. Oral, written or electronic publication of material that violates a person's right of privacy-, f. Copying, in your "advertisement', a person's or organization's "advertising idea" or style of " "advertisement "'; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, 18. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, s=, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19, "Prod ucts-corn pleted operations hazard": a. Includes all "bodily injury" and "property carnage" occurring away from premises you own or rent and arising: out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet beep completed or abandoned However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed, (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than cne job site. (c) When i part of the work done at d 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 tfrIat may need service, nia intena rice-, correction, repair or replacement, but which is otherwise complete, will be treated as completed HG 00 01 06 05 Page 17 of 18 DIGITAL MAP PRODUCTS A-2012-078 REVIEWED BY b, Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured, (2) The existence of toots, uninstalled equipment or abandoned or unused materials-, or (3) Products or operatiions for which the classification, Misted in the Declarations or in a policy schedule, states that products.. completed operations are subject to the General Aggregate Limit, 20. "Property damage" means: 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 ill of the physical injury that caused it; Or lo. 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 MeCtronicAly stored d2la, Programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on: lo. Created or used on,; or c. Transmitted to or from: U0111i sul'i inuluding systems and applications software, hard or floppy disks, CID- ROMS, tapes, drives, cells, data processinq devices or any other media which are used with electronically controlled equipment. 21. "Suit" means a civil proceeding in which damages because of "bodily Injury", "property darnage" or "personal and advertising injury" to which this insurance applies are alleged, "Suit" includes: a. An arbitration proceeding k-i which Such damages are claimed and to which the insured must submit or does Submit with our consent,, or lo. Any other alternative dispute resolution proceeding in wlilch Such damages are claimed and to which the inSUred SLIbMitS With our consent. EUNICE HEREDIA (PG -19 OF 19) 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent " "employee'" on leave or to meet seasonal or short- term workload conditions. 23. "Volunteer 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 -,ompensation by you or anyone else for their work performed for you 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by-, (a) YOU, (b) Others trading under YOUr name; or (c) A person or organization whose business or assets you have acquired-, and (2) Containers (other than vch clics), materials, parts or, equipment furnished in connection with such goods or products. b. Includes (1) VVarranties or representations made at any time with respect to the fitness, quality, durainHity, performance or use of "YOUr product"; and (2) The providing of or failure to Drovide warnings or instructions. c. Does not include vending machines or other property renled to or located for he use of others but not sold, 25. "Your work": a. Means: (1) VVork or operations performed by you or on your behalf: and (2) Materials, parts or equipment furnished in connection with such vvcrk or operations. b. Includes (1) Warianlies 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 )JoVide warnings or instructions. Page 18 of 18 HG 00 01 05 05 DIGIMAP -01 JRUSSELL ' 14 � _ 7� CERTIFICATE OF LIABILITY INSURANCE �- -�"'"� DATE 5 /18 /DD/Y6 5/18/2016 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 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 Roger Stone Insurance Agency 5015 Birch Street Newport Beach, CA 92660 CONTACT NAME: PHONE (g49) 757 -0270 FAX ( ) A/c No Ext : A /C, No): 949 757 -0375 A DRESS: customerservice @stoneins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Casualty (EFT) 29424 INSURED INSURER B: Navigators Specialty Insurance $ 1,000,000 INSURER C CLAIMS -MADE OCCUR Digital Map Products Inc. INSURER D 72UUNVK3844 18831 Von Karman Ave #200 Irvine, CA 92612 INSURER E: PREMISES Eaoccurrence INSURER F: MED EXP (Any one person) COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM /DD/YYYY POLICY EXP MM /DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE OCCUR X 72UUNVK3844 07/26/2015 07126/2016 PREMISES Eaoccurrence $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS - COMP /OPAGG $ 2,000,000 Emp Ben. $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 A ANY AUTO 72UUNVK3844 07/26/2015 07/26/2016 BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ X HIRED AUTOS X NON -OWNED AUTOS PROPERTY DAMAGE Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS -MADE 72RHUVK3446 07/26/2015 0712612016 AGGREGATE $ 5,000,000 DED I X I RETENTION$ 10,000 $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER /EXECUTIVE Y/N OFFICER /MEMBER EXCLUDED? ❑ (Mandatory in NH) N/A 72WEVK8969 01/01/2016 01/01/2017 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1 $ 1,000,000 B Professional Liab 480159 07/26/2015 07/26/2016 Aggregate 51000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: All covered operations The City of Santa Ana, its officers, employees, agents, volunteers and representatives are included as Additional Insured under the General Liability policy per form HG00010605 (page 12 of 18) with respects to the operations of the Named Insured per written contract prior to loss. EI.JNICE. HEI;EDIA (11G OF } k,r-m t irt< m t c nvLucrc City of Santa Ana Attn: Teri Cable 20 Civic Center Plaza Ross Annex M -21 Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988 -2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD have all your rights and duties under this Coverage Part e. Unnamed Subsidiary Airy subsidiary, and subsidiary &en**[ of yuus which is legally incorporated entity of which you own a financial interest u[ more than 58% (if the voting stock on the effective date of the Coverage Port, The insurance afforded herein for any subsidiary not named in this Coverage Pod as o named inaunsd does not apply to injury or damage with respect to which an insured under this Coverage Pail is also on insured under another policy or wou|U be an insured under such policy but for its ieoninahon or the exhaustion of its limits of insurance, Any organization You newly acquire m form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest ofmore than 50% of the voting stmck, will qualify auaNamed Insured if there is no other similar insurance available iv that organization. However e. Coverage Linder this provision in afforded only until the 180U1 day after you acquire or form the organization or the end of the policy pehod, whichever isearlier; b. Coverage A does not apply to "bodily injury" or "property ummage' that ououneg uamns you acquired or formed the o0unizahon;and c. Cover-age B does not apply to "personal and advertising injury^ arising ou( of an offense committed before you acquired o' formed the 4. Mobile Equipment With respect to "mobile equipment" registered in your name, under any motor vehicle registration |ow, any person is an insured while driving such equipment along apub|iu highway with your permission. Any other person or organization responsible for the oonduoi Of such person is also aninaured but Only With respect to liability arising out of the opemhon of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability, However' no per-son o/ Organization iaoo insured with respect to-, a. "Bodily injury" W u co-"employee" of the person driving the e4uipment�or, & "Pmperty damage" ho property owned by' rented hz, in the charge oforoccupied by you m the employer of any person who is an insured under this provision. 5. Nonowned Watercraft With respect to mmiercna8 you do not own that is less than 51 haa< long and is not being used to carry persons for a chorge, any per-son is an insured while operating such wotenre0 with your permission, Any other person o/ organization responsible for the conduct of such person is also an inaunad, but only with respect to liability arising out of the operation of the Watercraft, and only J no other insurance of any kind is available to that person or organization for this liability. Mmwaver, no person or organization is an insured with respect to m. "Bodily injury" ioaoo-''amp|uyee''o( the person operating the Watercraft; or, b. "Property damage" (n pmpertyuwnmd by, rented to, |n the charge nf or, occupied by you or the emp|oyer of any person who is an insured under this provision, 6. 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, inawritten oon\naot, written agreement or because of a permit issued by a state or Vo|ihoe| subdivision, that such person o/ organization be added as an additional insured on you/ po|iuy, provided the injury or damage occurs subsequent to the e,aoodon of the contract or ogmcmu/x, A person or organization is an additional insured under this provision only for that period of time required by the contract oragreement, However, nu such person or orAooizaUon is an insured under, this provision U such person ororganization is included as an insured by an endorsement issued by US and made u part ofthis Coverage Pori a. Vendors Any persnn(u)ororganizahon(s) (referred to below as vendor)' bu\ on|y With respect to "bodily injury/ or, "property damage" arising out of ^yomymduob^ which are distributed or sold in the regular course of the vendor's huyiness and only ifthis Coverage, Port provides coverage for "bodily injury' or "property damage" included within the "pmduc10- oomp|eted operations hazon1" (1) The inuunanoe afforded the vendor, is subject to the following additional exclusicns: This inSUrance does not apply to: (a) "Bodily injury^ or "property dmnaga^ for- which the vendor is obligated N pay damages by eooun of ihe assumption of liability in a uonixuci or agreement, This exdusion does not apply to liability for damoges that the vendor �ould have in the absence of the contra(,t or agreenient, (b) Any express warranty unauthorized byyou (o) Any physical or chemical change in the product made intentionally by the vendor, (d) Rapackaging, except when unpouked solely for the Purpoueof inspection, demonstration, (esting, ur, the substitution of parts under instructions from the mantifno(urer. and then repackaged in the original container, (p) Any failure to make such inspections, adjustmenta, tests or servicing oo the vendor has agreed to make or normally undertakes to make in the usual course of buuineaa, in connection with the distribution or sale ofthe products', (f) Demonskodon, inaha||ehon, servicing or repair opemUnno, axoup( such operations performed at the vendor's pmm/seo in connection with the sale of the product, c. Lessors of Land orPremises 11 (Q) Products whioh, after distribution or sale by you, have been labeled o/ relabeled mrused as a oontainer, port 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 vendurhor its osn acts or omissions or' those of its employees or anyone else acting on i|y behalf, However` this exclusion does riot apply to. (|) The exceptions contained in Sub- pexegraphs(d)or(0.or (i0 Such inspeoUons, adjustments` tests or servicing as the vendor has agreed to make or normally undertakes to make in the uauu| course of business, in connection with the distribution or sale of the products. (2) This inoum000 does not apply to any insured person or organizehon, from whom you have acquired such products, or any ingredient, part � or coo(uiner, eo(edng iniu, accompanying or containing such pmduCts. b. Lessors ofEquipment (|) Any person or organization from whom you lease equipment: but only with respect hotheir liability for "bodily injury", "property damage" or ^pemono| and adverlising injury" caused, in whole of- in part, byyour .opem(ion m use of equipment leased to you by such person ororganization, (2) With respect to the insurance afforded to these additional insureds this insurance does not apply k/ any ^uccu/ranoe" whinh takes, place after the equipment lease expires, Any person ororganization from whom you lease land or premiseu, but only with respect to liability arising out cJ the ownership,mointDnanceor use of that part of the land or premises leased ioyou, With respect to the insurance afforded Ulaae additional inyueds the, following additional exclusions apply: This insurance does not apply to, 1. Any "occurrence" which takes place after, you maoae to lease ihat|end. or 2. Structural oUerabona, new construction or demolition operations perfbrmej byornnbehalf of such person ororganization, Arohitacta. Engineers or Surveyors Any architect, en0ineer, o� sumoyo/, but only with respect in liability for "bodily injury'", "property damage" or "personal and advertising injury" uaoaod, in whole or in pad, by your ado or, omissions or the acts or omissions of those acting on Your behalf: (1) |n connection with your premio*e;ur (2) In the performance of Your ongoing operations performed by you orun Your behalf With respect to the insurance afforded these additional inaureds, the following additional exclusion applies. This insurance does no{ apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of<he rendering of or the failure to render axypmfessiona| services by of for you, including-, 1. The prepahng, appnminy, or failing to prepare or approve, meps, shop dn*wings, op/nionu, reports, aumayo. Da|d orders, change orders or, drawings and specifications; or 2. Suparvisory, inapuoUun, architectural or, enginoe/ingaodvihaa. Permits Issued By State Or Pu|ibcu| Subdivisions Any stale or political aubdwision, but only with respect \ooperations performed by you o/un your behalf for which the state or political subdivision has issued apermit, With respect to the insurance afforded these additional insureds, this insurance does not apply \o, (1) "Bodily injury"' "property damage" or "personal arid advertising injury" arising out of operations performed for the state ormunidpu|i|y� or (2) "Bodily injury" or "property Uuomge~ included within the ^pmduois'nump|ek*d operations hazard", / / HG0QD1 06 O5 / Page 11 of18 Any other person or, organization who is not an insured under Paragraphs a. through e, abovo, but only with respect to |iabi|i\y for "bodily injury". "property damage" or, "peomoe| and advertising injury" caused, in whole or in part, by your acts or omissions or, the acts or omissions of those acting on your, beho�� (1) |n the performance of your ongoing oporotions� (2) In connection with your premises owned by or rented Nyoul or (2) In connection with "Your work" and included within the "pmducta*mm0|ohad operations hazard" but only if (a) The written om`irad or agreement requires YOU N provide Such coverage in euoh additional insured'', and (h) This Coverage Pad provides covae8s for "bodily injury''mr "property damage" indudeU within the "products-oomp|eied operations hazard" With respect to the insurance afforded W these additional insureds, this insurance does not apply 0o: "Bodily injury", "property damage" or "personal and advertising injury^ arising out of the rendering of, or the failure to nender, any professional architectural, enoinaarioQorsuwayin0 services, ioo|udinq, (1) The prepahnQ, appmvinA, or failing to prepare or appmve, maps, shop dravdnga, opinions, reporta, uumeye, field ou]am, change order's o/ drawings and spe»ificahons�or, (2) Supervisory, inopoction, architectural or engineering activities, The |knkaof insurance that N additional insureds under this provision ia described in Section III —Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section |V— Commercial General Liability Conditions, No person ororganization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that |a not shown as a Named Insured in the Declarations. SECTION U|— LIMITS OF INSURANCE The Most We will Pay The Limits of Insurance shown in the Oeobnabuns and the rules below fix the most we, will poy regardless uf the n(Arnber of: a Insureds; b. Claims Made m"auib" brought; or c. Persons or organizations making claims or bringing 2, General Aggregate Limit The Genefal Agqeyate Limit ia the inost we will pay for the sum of.- a. Medical expenses under Coverage C; b. Damages under Coverage A. except damages because of "bodily injury" or "property damage" included in the "products-completed operations hazard"; and c. Darnages under- Coverage B. 3. Prod ucts-Completed Operations Aggregate Limit The Products-Comp|e(ed Operations Aggregate Limit ie|ha Most We Will pay Linder Coverage A for damages because of "bodily injury" and "properly damage" included in the "products-oomp|o!ed operations hazard", 4. Personal and Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit ia the most we will pay Linder' Coverage B for Ue sum of all damages becoune of all "personal and advertising injury" yuotained by any one person or organization. 5. Each Occurrence Limit Sub]ectN2 or 3. abuve, whichever applies, the Each Occurrence Limit is the most we will pay for the aum of m. Damages Linder Coverage A(and lb� Medical expenses under CovenaAeC because of all "bodily injury" and "p'opehY damage" arising Out of any one ''oouunence" G. Damage To Premises Rented Tu You Limit 5ub]eutW 5 above, the OomageTo Premises Rented To You Limit is the most we will pay Under, Coverage A for damages because m[ "property carriage" (o any one premises, while rented to you or in the ooa* of damage by fire, lightning or exp|osior, while rented to you or ham0omh|y uooupied by you with permission of ihaomner In the case of damage by Ore. lightning or explosion, the OamageW Premises Rented To You Limit applies to all damage proximately caused by the somaevent, whether such damage results knm Ore. lightning or explosion or any combination ofthese 7, Medical Expense Limit Subject to 6 above. the Med:ca| FxpenyeLimi\ is |he most we will pay under Cover-age C for all medical expenses because of"bodily injury" sustained by any one person. &. Flow Limits Apply To Additional Insureds 11 you have agreed in a written contract or whhen agreement that another person or, o,ganization be