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HomeMy WebLinkAboutSAMBA HOLDINGS, INC. 2 - 2015N-2015-160 INSURANCE ST ON FILE 6.0ORK MAY NOT PROCEED CLERK OF COUNCIL DATE; OCT 1 9 2015 CONSUL AGREE+,MENT C THIS AGREEMENT is made and entered into this 22°d day of September, 2015 by and between SAMBA Holdings, Inc,, a Delaware Corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of technology where employers have a paperless method of checking DMV records for employees required to maintain a driver license for employment. B. Consultant represents that it is able and willing to provide such services to the City, C, In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a_ professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, raid subject to the terms and conditions hereinafter set forth, the parties agree as follows; 1. SCOPE OF SERVICES Consultant shall provide continuous visibility into City's employees' driving records as set forth in Exhibit A to this Agreement. 2, COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates, and charges identified in Exhibit A. The total sum to be expended under this Agreement, shall not exceed $25,000.00 during the term of this Agreement. b. Payment by City shall be made witlun thirty (30) days following receipt of a proper invoice evidencing work performed; subject to City accounting procedures. payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on September 22, 2015 and terminate on June 30, 2017, unless terminated earlier pursuant to Section 12, below. The term of this Agreement may be extended twice upon a writing executed by the City Manager and the City Attorney for a period of one (1) year each tune. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employce relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes, 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance, Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles, The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence and $2,000,000 in the aggregate. Such insurance sball (a) narne the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insured's provisions. b. Worker's Compensation Insurance. In accordance with California State law, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. c. Professional Liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim, and maintain such insurance throughout the term of this Agreement, If Consultant :fails or refuses to produce and maintain the insurance required by this section, or fails or reflises to tomish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement, Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City, (ii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (3 0) days prior written notice to the City, e, If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6, INDEMNIFICATION Consultant agrees to and shall indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims: (1) for personal injury, including death, and claims for property damage, arising from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in Section I of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant received from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, °`Confidential lnformatioe' shall include all nonpublic information, Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either patty by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant and disclosed without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6956 Copies to: Executive Director of Personnel Services City of Santa Ana 20 Civic Center Plaza (M-24) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6930 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702-1988 Facsimile (714) 647-6515 To Consultant: SAMBA Holdings, Inc. Randy Trujillo, Regional Sales Manger 8814 Horizon Blvd., Suite 100 Albuquerque, NM 87113 (505)797.2622 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the now address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by facsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terns of this Agreement and any attachments hereto, the terms of this Agreement shall prevail and will serve to fully supersede existing Agreement. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms or conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized servieos of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void, Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12, TERMINATION This Agreement may be terminated by the City with thirty (30) days written notice of termination to the Consultant. a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all the work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 13. NON DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California, Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in comiection with or by reason of this Agreement, 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United Sates, the State of California, the City of Santa Ana and all other governmental agencies, Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. [Signature Page To Fallow] IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalh City Attoxare f fly; ndra chwarr ann4 Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Executive Director of Personnel Services CITY OF SANTA ANA David Cav os City Manager CONSULTANT an Regio al 'cs Manager SMA Holdings E sambasafety Schedule A - SambaSafety Customer Fees C,ustomrlr and (31111no patalla �CompagY�- - - Bitiin"p'DgnCadt City of Santa And Sun metals$ Company Name 20 Civic Plaza silting Confect Name 714-647.6476 Campory Ad rre$a Santa Ana CA 02701 il't State 7p Code Biding Contact Phone Bmoroos6tiIsantaOilaorg Bill Contact Email i. ' :3uii r) 0 `PridO 1 11 Dasa n ;.. ..,, ... Drivoritonitor Monthly driver monitor ng subscription price per drivertmonthl Subscription $'40 includes access to DrivarProgle, monthly reports, alerts, driver Est On -Demand Sarvlco Foe: IF Inana emspt MVR scorna. and MVR. decodin. , DrivorTrainlnifonthllionlina drivertialning 5ubscripton price per driverlmonha Subscription: $ allows for a maximum of three classes per year to be assigned to MVR MVRoosi each driver. This fee apelles to all drivers In the systam. Not to exc*aa $f ff,(Io0 annually Sarvicg Fees: Service. Prion -1pesart tion Prlca por otfWmand Samba DrlvarTrainillggfoss; price Is charcled DrlvorTraining when a driver Is enrolled in an online Drivot i'raintir:3 class. This fee On -Demand Sarvlco Foe: IF applies to driver training If a) there is no training suf3scrfpifan above or b) If the subscriber goes above their subscription agreement of "'"classes ordWor .rear, MVR MVRoosi SambaSafety MVR service fee charged In addition to state foe for on - Service $ demand MVRs; more details on service fees are Included below under the Dosor! tiara of Ssrvlces. °yubscrintton Terms Total Monitored Drivers: I 7,215 I Number of drivers to be monitored by SambaSafety on Description of Services: Samba DrlvarMonitor provides continuous visibility In to your employees driving records. This is accomplished via a complex set of DMV connections and 3i4 party data sources, to provide you with a reliable trigger that will result In a MVR purchase only when thorn is now activity to report. These MVR purchases provide you with the acdonabio Information you need to Improve your drivers parformance and mlligalo risk, The following MVR fees may apply to your account, depending on driver activity. Paseilne MVR: A baseline MVR Is purchased within 24 boom of a driver being added to Samba DriverMonlloa The basellne MVR ensures that Ana employer has a comprehensive 3 -year history, before beginning monthly monitodng. This history la critical In determining if the driver rtes a valid drWaro tkense and it there are risk factors In Vark recent driving alatory..$ldfafszzr,: tar baseline MVRs aro billed to the Cuseomor. No additional MVR So wao Foo Is added to bowline MVR orders. Page 1 of 2 Schedule A - SambaSafety Customer Fees Rev,03112016 sambasafety Activity MVR; DrlverMonllor checks ddvem at least monthly for new activity an their driving record This Is done via multiple methodologles wlthout purchasing a full MVR, If activity Is found, an official MVR will he aulomMIcally purchased on behalf of the Customer. 2fuh /pps foracllvily MVRe are Wad to the Customer. No additional MVR Service Fee Is added to acilvity MVRorders. On -Demand MVR; At any time, the Customer can purchase a MVR for any ddvac This can be done via the DRM dashboard, ,$( leas la On -Demand MVRs and a MVR Service Fee specified above is billed to the Customer. I Annual MVR; Annual motor vehicle records are purchased once every 12 months. The Customer can determine the schedule for annual MVR purchases by configuring (hair annual pcllcy In the DnverMonitor console. In some states (VA, CT, AZ, NJ, It., PA, AK, WY, NO, OK, MD, WI, IN, TX, NC, KY, UT, SD) annual MVRs are porohased automatically to ensure complete accuracy. Aftw Pass for Annual MVRs are billed to the Customer No addlllonal MVR Sarvlce Fee Is added to activity MVR orders, No-Rll MVR; Sonia states charge a stale fee even If the drivarinformetlon submitted by SambaSafety on behalf of the Customer returns no results, This can happen when the Customer submits Inaccurate driver Information, Including but not limited to license number, fire( and lest nems, or dale of birth, Semite DrlverMonllor enforces certain checks to validate that a license number follows the appropriate formal for a given stale before the request In made to the state In an effort to minimize no -hit charges, +. Enrollment Fees: Some states such (CA) charge enrollment (sea when adding drivers to the state monitoring programs. These fees vary In price and are passed to the customer as -is with no additional service lase. Price and Payment; Subscription E0ee: Customer must pay SambaSafety Subscription Fees In accordance with this agreement, All payment, of Transaction Fee, Shall be made In WS, dollam, All Transaction Fees are subject to Increase by SambaSafety upon 30 days prior written notice to Ole Customer, and all lncmoses become effective for and with respect to, all billing periods following the notice of Increase from SambaSafoty, unless otherwise agreed to In writ ng by Somba$afety arid Customer. • Stale Feee; All current state face are posted on ( ,,}tit saw, n y,g, ggvpr4r-s h - Minimum Monthly Fae: A minimum monthly fee of $39.95 applies to all accounts. Pavriant Terms; SambaSafety will bill Customer on a monthly heels for all Subscription Fees Incurred by Customer during the preceding month, and all bills are due and payable by Customer upon receipt thereof. All fees are non-refundable, Any bills or Invoices which are not paid In full with 30 days following Customers receipt thereof, accrue Interest at the lesser of one and one- half percent (1'h%) per month or the maximum amount permitted by law. In addition to any other rights or remedies avallabla to SambaSefety, any failure by Customer to timely pay In full all bills or Invoices submitted by SambaSafety under this Agreement, entitles SambaSafety to immediately disconllnue Customers access to the SambaSafety System and any Infomnauon Services. A twenty-five dollar ($25.00) Non-Sufllclent Funds Fee will be assessed for all dishonored payments. Ifli aa; Customer must pay or reimburse SamheSsfaly for 811 88108, use, transfer, privilege, exclsa or other taxes and duties, whether national, state, or local, however designated, which are levied or Imposed by reason of this Agreement or any services provided hereunder; excluding, however, Income taxos an profits which may be levied against SambaSafety. contract Term' The Initial Term of this Agreement commoncas on the above written Effective Date and conflnues for the duration of the term unless terminated earner as expressly permitted by this Agreement. The term of this agreement will be renewed: automatically for successive periods of one month each (each a Renewal Term) affective Immediately upon expiration of the Initial Term and any subsequent Renewal Term (If any). Termination clause states,'SambaSefely or Customer each may terminate this Agreement without cause upon 30 days pdorwditon notice to the other party,' Prior Agreements: This Schedule A supersedes and replaces any and all previous pdoing agreements between SambaSafety end Customer 'Customer .. ...__.--... _.. Sa^^m��ryrybaSa}ety 51pRa pe Signature Randy Trujillo - Name Name Regional Sales Manager Title Title 9/912015 Date bate Page 2 of 2 Schedule A - Sam baSsfety Customer Fees Rev.03112015 SAMBSAF-01 BSTIERWALT ACORO CERTIFICATE OF LIABILITY INSURANCE �..•-'••� DATE 1012112 V015 1 012112 5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXpTIEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES IyN1f''IVTrTI"TIT �NT+RACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER'. L!' IMPORTANT: If the certificate holder is an ADDITIOI S4RgDt-thepolicy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policie s y egibili'e ar 4,4k j�o r♦,eritl A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). ,UVNI PRODUCER License # 0757776 HUB International Insurance Services (NMX) 7770 Jefferson Street NE Suite 101 Albuquerque, NM 87109 clNAME-- PHONN ,(505 828-4000 AIC, No : (866) 487-3972 EMAIL AOORESS: INSURER(S)AFFORDING COVERAGE NAICa INSURER A : Sentinel Insurance Company, Ltd. 11000 X INSURED INSURERS: Hartford Casualty Insurance Company 29424 Samba Safety Holdings, LLC INSURER c: Hartford Fire Insurance Company 19662 and Samba Holdings, Inc 8814 Horizon Blvd NE #100 INSURER D: INSURER E: Albuquerque, NM 87113 C I,. N'a�15•)b� 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 MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCEADDLSUBR INSD MD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDNYYV LIMITS A X COMMERCIAL GENERAL LI ABILITY EACH OCCURRENCE $ 1,000,000 CUIMS-MADE ® OCCUR 34UUNAQ2525 08/31/2015 08/3112016 PREMISES EaraEocc�urrenca $ 300,000 MED EXP (Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 ° CENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE$ 2,000,000 POLICY D PRO- JECT LOC __---..-_.._......._._ _ PRODUCTS - COMP/OPAGG $ 2,000,000 OTHER: AUTOMOBILE _ LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident) BODILY INJURY (Per person) $ A X ANY AUTO 34UUNAQ2525 08/31/2015 08/3112016 ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ _ PROPERTY DAMAGE $ Peraccident XX NON -OWNED HIREDAU70S AUTOS X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 14,000,000 AGGREGATE $ 14,000,000 B EXCESS LIAR CLAIMS -MADE 34RHUAQ1596 08/31/2015 08/31/2016 DEO X I RETENTION$ 10,000 $ C WORKERS COMPENSATION ANDEMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? El (Mandatory In NH) N/A 34WECB1180 10/01/2015 10101/2016 X PER OTH- STATUTE ER E.L.. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 If yes describe under DESGIRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,00 DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required). Tech E&O/Cyber E000117666 813112015.8/3112016 $5M Tech E&O/Cyber MAN789372012015 8/3112015 - 8/31/2016 $5M/in excess of $5M Tech E&O/Cyber QPL0119610 8131/2015 - 8/3112016 $5M1in excess of $10M Where required by written contract or agreement City of Santa Ana is Included as additlonal insured with respects to general liability per attached form HG0001 0605. Workers Compensation coverage is evidence only. City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (2014101) 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. The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NEW MEXICO CHANGES - ADDITIONAL INSUREDS - AUTOMATIC STATUS WHEN REQUIRED BY WRITTEN CONTRACT, WRITTEN AGREEMENT OR PERMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Paragraph 6.f. of Section 11, Who Is An Insured is replaced by the following: 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit f. Owners, Lessees Or Contractors —When Required In A Construction Agreement With You Any owner, lessee or contractor when you and such person or organization have agreed In a construction contract or agreement that such person or organization be added as an additional insured on your Policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused by your negligence, acts or omissions or the negligence acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured; or (2) In connection with "your work' and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". Form HC 26 68 06 05 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 surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. B. The following is added to Paragraph 6, of Section II, Who Is An Insured: 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit g. Any Other Party Any other person or organization who is not an insured under Paragraphs a. through f. 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; or (2) In connection with your premises owned by or rented to you. Page 1 of 1 O 2005, The Hartford (Includes copyrighted material of Insurance Services Office, Inc, with its permission) SAMBSAF-01 BSTIERWALT ac�Rr� CERTIFICATE OF LIABILITY INSURANCE �-� DATE(MIY) 8122!1209201Y6 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 License # 0757776 HUB International Insurance Services (NMX) 7770 Jefferson Street NE Suite 101 CONTACT NAME, Barbara Stierwalt PHONE 823,4939 F°x vc No E4:(505) arc No : SS: barbara.stierwalt@hubinternational.com ADDRESS: Albuquerque, NM 87109 34UUNZG6992 I 0412812016 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Fire Insurance Company 19682 INSURED INSURER B: Hartford Casualty Insurance Company 29424 Samba Safety Holdings, LLC INSURER C: Hartford Ins Co of the Midwest 37478 and Samba Holdings, Inc 8814 Horizon Blvd NE #100 INSURER D INSURER E: Albuquerque, NM 87113 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 RESPECTTO 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. ILSRR TYPE OF INSURANCE NSD WVD POLICY NUMBER POLICYEFF MMILICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE FKOCCUR X I 34UUNZG6992 I 0412812016 04128/2017 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED 300 00 PREMISES Ea occurrence $ , MED EXP (Any one person) $ 10,000 GEN'L PERSONALS ADV INJURY $ 1,000,400 AGGREGATE LIMIT APPLIES PER POLICY PRO- JECT LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMPIOPAGG $ 2,000,000 $ A AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED X HIRED AUTOS X AUTOS 34UUNZG6992 04/28/2016 04128!2017 EOa aBINEDtSINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) S BODILY INJURY Per accident $ ( ) PROPERTY DAMAGE Peraccident $ B X UMBRELLA LIAB EXCESS LIAQ HCLAIMS-MADE OCCUR 34XHUZG5840 04128/2016 04/28/2017 EACH OCCURRENCE $ 14,000,000 AGGREGATE $ 14,000,000 DED X RETENTIONS 14,000 $ C WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICERIMEMBER EXCLUDED? ❑ {Mandatary in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N I A 34WECE8877 0412812016 0412812017 OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,00 E.L. DISEASE- EA EMPLOYEd $ 1,000,000 E.L. DISEASE- POLICY LIMIT I $ 1,000,000 1 7 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Entity names include: Safety Intermediate Holdings ll, Inc; Safety Holdings Inc; American Driving Records, Inc (ADR); Samba Holdings, Inc; Softech International Inc. Where required by written contract or agreement City of Santa Ana is included as additional insured with respects to general liabiilty per attached form HG0001 0605. Workers Compensation coverage is evidence only. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Civic Center Plaza of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHO RIZED REPRESENTATIVE I c4d ©1988-20'14 ACORD CORPORATION. Ali rights Pf', ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD , l j� COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (2) The "bodily injury" or "property damage" occurs the entire policy carefully to determine rights, duties and during the policy period; and what is and is not covered. (3) Prior to the policy period, no insured listed Throughout this policy the words "you" and "your" refer to under Paragraph 1. of Section 11 — Who Is An co the Named Insured shown in the Declarations, and any Insured and no "employee" authorized by you to c4 other person or organization qualifying as a ]Named give or receive notice of an "occurrence" or o Insured under this policy. The words "}ore", "us" and "our" claim, knew that the "bodily injury" or "property refer to the stock insurance company member of The damage" had occurred, in whole or in part. If Hartford providing this insurance. such a listed insured or authorized "employee" The word "insured" means any person or organization knew, prior to the policy period, that the "bodily qualifying as such underec—ho Is An Insured. Stion 11W injury" or "property damage" occurred, then any Ln i27 Other words and phrases that appear in quotation marks continuation, change or resumption of such N o: have special meaning. Refer to Section V —Definitions. bodily injury or property damage during or after the policy period will be deemed to have mSECTION I — COVERAGES been known prior to the policy period. o COVERAGE A BODILY INJURY AND PROPERTY c. 'Bodily injury" or "property damage" will be deemed Ln o DAMAGE LIABILITY to have been known to have occurred at the 1. Insuring Agreement earliest time when any insured listed under —_ a. Ude will pay those sums that the insured becomes Paragraph 1. of Section 11 — Who Is An Insured or legally obligated to pay as darnages because of any employee" authorized by you to give or "bodily injury" or "property damage" to which this receive notice of an "occurrence" or claim: insurance applies. We will have the right and duty (1) Reports all, or any part, of the "bodily injury" or to defend the insured against any "suit" seeking "property damage" to us or any other insurer; those damages. However, we will have no duty to (2) Receives a written or verbal demand or claim defend the insured against any "suit" seeking for damages because of the "bodily injury" or damages for "bodily injury" or "property damage" to "property damage"; or which this insurance does not apply. We may, at (3) Becomes aware by any other means that = our discretion, investigate any "occurrence" and "suit" "bodily injury" or "property damage" has =- settle any claire or that may result. But. occurred or has begun to occur. (1) The amount we will pay for damages is limited d. Damages because of "bodily injury" include as described in Section III — Limits of Insurance; and damages claimed by any person or organization for ..,_ care, loss of services or death resulting at any time .= (2) Our right and duty to defend ends when we from the "bodily injury". have used up the applicable limit of insurance in e_ Incidental Medical Malpractice — the payment of judgments or settlements under — Coverages A or B or medical expenses under (1) "Bodily injury" arising out of the rendering of or = Coverage C. failure to render professional health care -- No other obligation or €lability to pay sums or services as a physician, dentist, nurse, perform acts or servicers is covered unless explicitly emergency medics[ technician or paramedic technician -- provided for under Supplementary Payments — shall be deemed to caused by an "occurrence", i� Coverages A and B. but only if. b. This insurance applies to "bodily injury" and (a) The physician, dentist, nurse, emergency "property damage" only if: medical technician or paramedic is employed by you to provide such services; (1) The "bodily injury" or "property damage" is and caused by an "occurrence" that takes place in "coverage (b) you are not engaged in the business or the territory"; occupation of providing such services. HG 00 01 06 05 Page 1 of 18 O 2005 The Hartford / (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) 1// (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided 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 "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same `insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. G. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The .fumishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufactu(ng, distributing, selling, serving orfurnishing alcoholic beverages. d. Workers' Compensation And Similar Lavers Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or s€ster of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threateners discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or locat€on which is or was at any time owned or occupied by, or Vented or loaned to, any insured. However, this subparagraph does not apply to: Ji) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (h) "Bodily injury" or "property damage" for which you may be held Gable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or J Page 2 of 18 HG 00 01 06 05 HG 00 01 06 05 Page 3 of 18 (iii) "Bodily injury" or "property damage" (e) At or from any premises, site or location an arising out of heat, smoke or fumes from which any insured or any contractors or a "hostile fire"; subcontractors working directly or indirectly (b) At or from any premises, site or JOGMI0n on . any insured's behalf are performing which is or was at any time used by or for operations if the operations are to test for, any insured or others for the handling, monitor, clean up, remove, contain, treat, storage, disposal, processing or treatment of detoxify or neutralize, or in any way respond waste; to, or assess the effects of, "pollutants". (c) Which are or were at any time transported, (2) Any loss, cost or expense arising out of any. handled, stared, treated, disposed of, or (a) Request, demand, order or statutory or processed as waste by or for regulatory requirement that any insured or (i) Any insured; or others test for, monitor, clean up, remove, (ii) Any person or organization for whom you contain, treat, detoxify or neutralize, or in C> o may be legally responsible; any way respond to, or assess the effects of, "pollutants"; or (d) At or from any premises, site or location on (b) Claim or suit by or on behalf of a which any insured or any contractors or governmental authority for damages o subcontractors working directly or indirectly because of testing for, monitoring, cleaning Ln on any insured's behalf are performing "pollutants" up, removing, containing, treating, ,ten operations if the are brought on or to the premises, site or location in detoxifying or neutralizing, or in any way connection with such operations by such responding to, or assessing the affects of, insured, contractor or subcontractor. "pollutants". oHowever, this subparagraph does not apply However, this paragraph does not apply to LO to; liability for damages because of "property (i) "Bodily injury" or "property damage" damage" that the insured would have in the arising out of the escape of fuels, absence of such request, demand, order or lubricants or other operating fluids which statutory or regulatory requirement, or such "suit" are needed to perform the normal claim or by or on behalf of a governmental —_ electrical, hydraulic or mechanical authority, functions necessary for the operation of g• Aircraft, Aute Or Watercraft "mobile equipment" or its parts, if such 'Bodily injury" or "property damage" arising out of fuels, lubricants or other operating fluids the ownership, maintenance, use or entrustment to escape from a vehicle part designed to others of any aircraft, "auto" or watercraft owned or hold, store or receive them. This operated by or rented or loaned to any insured, Use exception does not apply if the "bodily includes operation and "loading or unloading". injury" or "property damage" arises out of This exclusion applies even if the claims against _ the intentional discharge, dispersal or any insured allege negligence or other wrongdoing release of the fuels, lubricants or other in the supervision, hiring, employment, training or operating fluids, or if such fuels, monitoring of others by that insured, if the lubricants or other operating fluids are "'occurrence" which caused the "bodily injury" or =.. e brought on or to the premises, site or location with the intent that they be 01property damage" involved the ownership, discharged, dispersed or released as part maintenance, use or entrustment to others of any "auto" of the operations being performed by aircraft, or watercraft that is owned or such insured, contractor or operated by or rented or loaned to any insured_ subcontractor; This exclusion does not apply to: _ (ii) "Bodily injury" or "property damage" (1) A watercraft while ashore on premises you own i sustained within a building and caused or rent; by the release of gases, fumes or vapors (2) A watercraft you do not own that is: "= from materials brought into that building (a) Less than 51 feet long, and in connection with operations being performed by you or on your behalf by a (b) Not being used to carry persons for a contractor or subcontractor; or charge; — (iii Badil or ) "Bodilyinjury' "property damage" (3) Parking an "auto" on, or on the ways next to, arising out of heat, smoke or fumes from premises you own or rent, provided the "auto" is a "hostile fire"; or not owned by or rented or loaned to you or the insured; HG 00 01 06 05 Page 3 of 18 (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: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by ' governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors Page 4 of 48 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 (9), (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 Insurance, Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site, Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage 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 not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. HG 00 0106 05 HG 00 41 06 05 Page 5 of 18 n. Recall Of Products, Work Or Impaired kind to persons or property which would not Property have occurred in whole or in part but for the Damages claimed for any loss, cost or expense "asbestos hazard"; incurred by you or others for the loss of use, (b) Arise out of any request, demand, order or withdrawal, recall, inspection, repair, replacement, statutory or regulatory requirement that any adjustment, removal ordisposal of: insured or others test for, monitor, clean up, (1) "Your product"; remove, encapsulate, contain, treat, detoxify (2) "Your work"; or or neutralize or in any way respond to or assess the effects of an asbestos hazard"; (3) "Impaired property"; or if such product, work, or property is withdrawn or (c) Arise out of any claim or suit for damages recalled from the market or from use by any person because of testing for, monitoring, cleaning M or organization because of a known or suspected up, removing, encapsulating, containing, o defect, deficiency, inadequacy or dangerous treating, detoxifying or neutralizing or in any C� condition in it. way responding to or assessing the effects a. Personal And Advertising Injury of an "asbestos hazard"_ "Bodily injury" arising out of "personal and Damage To Premises Renter! To You – Exception advertising injury". For Damage By Fre, Lightning Or Explosion Ln CIT p. Electronic Data Exclusions c. through h. and j. through n. do not apply 04 CY Damages arising out of the loss of, loss of use of, to damage by fire, lightning or explosion to premises damage to, corruption of, inability to access; or while rented to you or temporarily occupied by you with inability to manipulate electronic data. permission of the owner. A separate limit of insurance o applies to this coverage as described in Section 111 – C) As used in this exclusion, electronic data means Limits Of Insurance. Ln nq information, facts or programs stored as or on, COVERAGE B PERSONAL AND ADVERTISING created or used on, or transmitted to or from INJURY LIABILITY computer software, including systems and applications software, hard or floppy disks, CD- 1. Insuring Agreement — ROUS, tapes, drives, cells, data processing a. We will pay those sums that the insured becomes devices or any other media which are used with legally obligated to pay as damages because of =_ electronically controlled equipment. "personal and advertising injury" to which this q. Employment -Related Practices insurance applies. We will have the right and duty "Bodily injury" to: to defend the insured against any "suit° seeking those damages. However, we will have no duty to (1) A person arising out of any "employment– defend the insured against any "suit" seeking = related practices"; or damages for "personal and advertising injury" to —_ (2) The spouse, child, patent, brother or sister of 'which this insurance does not apply. We may, at that person as a consequence of "bodily injury" our discretion, investigate any offense and settle to that person at whom any "employment- any claim or "suit" that may result. But: related practices" are directed. (1) The amount we will pay for damages is limited —_ This exclusion applies: as described in Section III – Limits Of (1) Whether the insured may be liable as an Insurance; and — employer or in any other capacity; and (2) Our right and duty to defend end when we have (2) To any obligation to share damages with or used up the applicable limit of insurance in the .r... repay someone else who must pay damages payment of judgments or settlements under = because of the injury_ Coverages A or B or medical expenses under Coverage C, — r. Asbestos No other obligation or liability to pay sums or (1) "Bodily injury" or "property damage" arising out perform acts or services is covered unless explicitly of the "asbestos hazard". provided for under Supplementary Payments -- - (2) Any damages, judgments, settlements, loss, Coverages A and B. costs or expenses that: b. This insurance applies to "personal and advertising (a) May be awarded or incurred by reason of injury" caused by an offense arising out of your any clatm or suit alleging actual or business but only if the offense was committed in threatened injury or damage of any nature or the "coverage territory" during the policy period. HG 00 41 06 05 Page 5 of 18 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the Insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity It 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 committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. Ji. Infringement Of Intellectual Property Rights "Personal and advertising injury" arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of: (1) Copyright; (2) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (3) Title of any literary or artistic work. j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others, or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs 17.a., b. and c. of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, placing an "advertisement" for or linking to others on yogi web site, by itself, is not considered the business of advertising, broadcasting, publishing ortelecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "Pollutants" at any time. n. 1P oftution-Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detaxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Page 6 of 18 HG 00 01 06 05 0 Ln r.7 N m Ell0 0 Ln EN 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_ p- 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 information, 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 or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities, t. Discrimination 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 "employment— related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed, This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any 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 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 (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 oven 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 in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us Within three years of the date of the accident; and (3) The injured person submits to examination, at cur expense, by physicians of our choice as often as we reasonably require - HG 00 91 06 05 Page 7 of 18 V/ b, We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". 2. 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 promises you own or rent that the person normally occupies_ d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury' are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES AAND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend; a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. C. The cost of 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 in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All 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 part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. if we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indem nitee 'against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit"_ So long as.the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, Page aof1S HG 00 01 06 06 C9 w a 0 a Ln N Ln o: M 0 C) Ln CIQ Ic necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sale owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured_ Your trustees are also insureds, but only with respect to their duties as trustees. Each of the following is also an insured_ a. Employees and Volunteer workers Your "volunteer workers" only white performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited ilability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while perforating duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co2employee" while in the courss of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply' to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company)_ b. Real Estate Manager Any person' (other than your "employee" or "volunteer worker"), or, any organization while acting as your real estate manager. c. Temporary Custodians of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will HG 09 01 06 05 Page 9 of 18 have all your rights and duties under this Coverage Pa rt. 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 Pari 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. 3. 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 500 of the voting stock, will qualify as a Tamed Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission_ Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability_ However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment, or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 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 cc -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 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 agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Venders 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". (9) The insurance afforded the vendor is subject to the following additional exclusions.- This xclusions: 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 CD products; 0 (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendors premises in connection with the sale of the product; in L' (g) Products which, after distribution or sale by you, have been labeled or reiabeied or used as a container, part or ingredient of any other thing or substance by or for the 0 vendor; or Ln CN (h) "Bodily injury" or "property damage" arising R 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 nomialiy undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their —_ liability for "bodily injury", "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 aftet 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 written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury" "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities, The limits of insurance that apply to additional insureds under this provision is described in Section ill — 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 [I] — 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 vtill pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing 'suits". 2. 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 5. 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 06 05 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 -o remaining period of less than 12 months, starting with the Mo 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. Lo SECTION I'll — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the CIQ CD insured's estate will not relieve us of our obligations C1 under this Coverage Part. Ln '3C 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 it that we are notified as soon as - practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim 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 "suit" and the date 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 roust: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit' (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds awn 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 claire or "suit" 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 indemnity. However, this provision does not 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 to: (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 Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking fordamages from an insured; or b. To sue us on this Coverage Pari unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part: or HG 00 0106 05 Page 13 of 18 V/ that are in excess. of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Other Insurance If 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, Builder's Risk, Installation Risk or similar coverage for "your wcrk"; (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 tenant for "property damage" 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 g. of Section I — Coverage A — Bodily Injury And Property damage Liability; (6) Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section - 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 (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 additional insured under this coverage par[. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary_ If other insurance is also primary, we will share with all that other insurance by the method 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 insurance 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 ar B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 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 deductible 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 Declarations of this Coverage Pari. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. V Page 14 of 18 HG 00 01 06 05 If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Linder 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. S. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of Ln each audit period we will compute the earned M premium for that period and send notice to the first o 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 o audit premiums paid for the policy period is greater fl than the earned premium, we will return the excess C19 to the first Named Insured. Cc. The first blamed 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 0 � a. When You Accept This Policy * By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all _ hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this •.-:— Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or"suit" is brought. S. Transfer Of Rights Of Recovery Against Others To Us a. Transfer of Fights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made Linder this Coverage Part, those rights are transferred to us. The insurer; must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Pari, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 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 be 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 or services through; a. 14) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "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, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 3. "Bodily injury" means physical_ a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time_ HG 00 01 06 05 Page 15 of 18 6 "Coverage territory" means; a. The United States of America (ncluding its territories and possessions), Puerto Rico and Canada; b. Intemationai water$ or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a, above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "[eased worker" "Employee" does not include a "temporary worker". S. "Employment -Related Pract[ces" means: a. Refusal to employ a person; b. Termination of a person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at a person. 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."Insured contract" means; a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement cr 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 in connection with work for a municipality; e. An elevator maintenance agreement, f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a' third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. 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 operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing_ However, Paragraph f. does not include that part of any contract or agreement. (1) That indemnifies an architect, engineer or surveyorfor injury ordamage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural orengineering activities. 13."Leased worker" means a person [eased 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 or unloading" means the handling of property: a. After it is moved from the place when it is accepted for movement into or onto an aircraft, watercraft or ':auto"; Page 16 of 18 HG 00 01 06 05 0 Q Ln N Ln N rn CN 0 in IN b. While it is in or on an aircraft, watercraft or "auto"; or C. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b,, c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the sarne 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; d. 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; If. 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, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products =completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except. (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called: for -in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project_ Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as J completed. HG 00 01 06 05 Page 17 of 18 b. [Does not include "bodily injury" or "properly damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy schedule, states that products - completed operations are subject to the General Aggregate Limit. 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 time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD-. MOMS, tapes, drives, cells, data processing 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 damage" or "personal and advertising injury" to which this insurance applies are alleged, "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 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 compensation by you or anyone else for their work performed for YOU_ 24. "Dour product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. h. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25."Your work"_ a. Means: (1) Mork or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. Page 18 of 18 . HG Ota 01 06 05 Page 1 of 1 A� 7 0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/18/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Willis of New York, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NAME: PHONE 1-877-945-7378 FAX 1-888-467-2378 (A/C, No Ext): A/C No). E-MAIL ADDRESS: certificates@willis.com INSURER(S) AFFORDING COVERAGE NAIC # Nashville, TN 372305191 USA INSURER A: Hartford Fire Insurance Company 19682 INSURED INSURER B: Hartford Casualty Insurance Company 29424 SambaSafety 8814 Horizon Blvd Suite 100 INSURER C : Underwriters at Lloyd's London 15792 INSURER D Albuquerque, NM 87113 INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: w5123690 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(MM/DD/YYYY) POLICY EFF POLICY EXP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1 , 000 , 000 CLAIMS -MADE X OCCUR DAMAGE PREMISES OEa occurrence)RENTED $ 300 , 000 MED EXP (Any one person) $ 10 , 000 A PERSONAL &ADV INJURY $ 1,000,000 10 UUN JA3254 04/28/2017 04/28/2018 GENERAL AGGREGATE $ 2 , 000 , 000 GEN'L AGGREGATE LIMIT APPLIES PER: XPOLICY ❑PRO- ❑LOC JECT PRODUCTS -COMP/OP AGG $ 2 , 000 , 000 $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY(Per PROPERTY DAMAGE accident)$ UMBRELLA LIAB 1OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y N ANYPROPRIETOR/PARTNER/EXECUTIVE � OFFICER/MEMBEREXCLUDED? � (Mandatory in NH) NSA 10 WE AS6759 04/28/2017 04/28/2018 x PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1 , 000 , 000 C E&O / Cyber Liability MPL2005631.17 07/01/2017 07/01/2018 Each Claim/Aggregate $5,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana is included as Additional Insured as respects General Liability. CERTIFICATE HOLDER CANCELLATION ACORD 25 (2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD sx ID: 15551861 sAmcx: 574911 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana, CA 92701 ACORD 25 (2016/03) O 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD sx ID: 15551861 sAmcx: 574911 COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury" or "property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II - Who Is words "we", "us' and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section It - occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V - "bodily injury" or "property damage" Definitions. occurred, then any continuation, change or resumption of such "bodily injury" or SECTION I -COVERAGES "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1. of Section II damage" to which this insurance applies. We - Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an "occurrence" or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any "occurrence" and settle any claim or "suit" injury" or "property damage'; or that may result. But: (3) Becomes aware by any other means that (1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section III - Limits occurred or has begun to occur. Of Insurance; and d. Damages because of "bodily injury" include (2) Our right and duty to defend ends when damages claimed any person or we have used up the applicable limit of organization for care,, l loss of services or insurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury". medical expenses under Coverage C. e. Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments - Coverages A and B. or failure to render the following health care b. This insurance applies to "bodily injury" and services by any "employee" or "volunteer worker" shall be deemed to be caused by an "property damage" only if: "occurrence" for: HG 00 01 09 16 Page 1 of 21 © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b)Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage' expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided 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 "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract" and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c, Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured; or (c) Which are or were at any time (b) Performing duties related to the transported, handled, stored, treated, conduct of the insured's business; or disposed of, or processed as waste by (2) The spouse, child, parent, brother or sister or for: of that "employee" as a consequence of (i) Any insured; or Paragraph (1) above. (ii) Any person or organization for This exclusion applies: whom you may be legally (1) Whether the insured may be liable as an responsible; employer or in any other capacity; and (d) At or from any premises, site or (2) To any obligation to share damages with location on which any insured or any or repay someone else who must pay contractors or subcontractors working damages because of the injury. directly or indirectly on any insured's This exclusion does not apply to liability behalf are performing operations if the assumed by the insured under an "insured "pollutants" are brought on or to the contract". premises, site or location in connection with such operations by such insured, f. Pollution contractor or subcontractor. However, (1) "Bodily injury" or "property damage" this subparagraph does not apply to: arising out of the actual, alleged or (i) "Bodily injury" or "property damage" threatened discharge, dispersal, seepage, arising out of the escape of fuels, migration, release or escape of "pollutants": lubricants or other operating fluids which are needed to perform the (a) At or from any premises, site or normal electrical, hydraulic or location which is or was at any time mechanical functions necessary for owned or occupied by, or rented or the operation of "mobile equipment" loaned to, any insured. However, this or its parts, if such fuels, lubricants subparagraph does not apply to: or other operating fluids escape (i) "Bodily injury" if sustained within a from a vehicle part designed to building and caused by smoke, hold, store or receive them. This fumes, vapor or soot produced by exception does not apply if the or originating from equipment that "bodily injury" or "property damage" is used to heat, cool or dehumidify arises out of the intentional the building, or equipment that is discharge, dispersal or release of used to heat water for personal the fuels, lubricants or other use, by the building's occupants or operating fluids, or if such fuels, their guests; lubricants or other operating fluids (ii) "Bodily injury" or "property damage" are brought on or to the premises, for which you may be held liable, if site or location with the intent that you are a contractor and the owner they be discharged, dispersed or or lessee of such premises, site or released as part of the operations location has been added to your being performed by such insured, policy as an additional insured with contractor or subcontractor; respect to your ongoing operations (ii) "Bodily injury" or "property damage" performed for that additional sustained within a building and insured at that premises, site or caused by the release of gases, location and such premises, site or fumes or vapors from materials location is not and never was brought into that building in owned or occupied by, or rented or connection with operations being loaned to, any insured, other than performed by you or on your behalf that additional insured; or by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes arising out of heat, smoke or fumes from a "hostile fire" from a "hostile fire"; or (b) At or from any premises, site or (e) At or from any premises, site or location which is or was at any time location on which any insured or any used by or for any insured or others for contractors or subcontractors working the handling, storage, disposal, directly or indirectly on any insured's processing or treatment of waste; behalf are performing operations if the HG 00 01 09 16 Page 3 of 21 operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants", or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged, or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is 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: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, Page 4 of 21 HG 00 01 09 16 enhancement, restoration or maintenance Of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 1. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work", or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. n. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product" (2) "Your work"; or (3) "Impaired property" if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury" arising out of "personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or(2)above. HG 00 01 09 16 Page 5 of 21 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. q. Employment -Related Practices "Bodily injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. r. Asbestos (1) "Bodily injury" or "property damage" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". s. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury" or "property damage" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or Explosion Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion 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 discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III - Limits Of Insurance, and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or Page 6 of 21 HG 00 01 09 16 settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments - Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" 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, in any manner, 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, in any manner, 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 committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury' arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods - Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. I. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the HG 00 0109 16 Page 7 of 21 insured hosts, owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (2) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. 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 information, 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 or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act. r. Violation Of Anti -Trust law "Personal and advertising injury" arising out of a violation of any anti-trust law. s. Securities "Personal and advertising injury" arising out of the fluctuation in price or value of any stocks, bonds or other securities. t. Recording And Distribution Of Material Or Information In Violation Of Law "Personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. u. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment- related practices"; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising injury" to that person at whom any "employment-related practices" are directed. Page 8 of 21 HG 00 01 09 16 This exclusion applies: (1) Whether the injury -causing event described in the definition of "employment- related practices" occurs before employment, during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity; and (3) 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 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 (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". w. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury" arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. COVERAGE C MEDICAL PAYMENTS 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 in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. HG 00 01 09 16 Page 9 of 21 f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS - COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of 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 in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. 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 part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract", d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit", (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverage A - Bodily Injury And Property Damage Liability, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the limits of insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. Page 10 of 21 HG 00 01 09 16 SECTION II -WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business, (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. 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. HIS 00 01 09 16 Page 11 of 21 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 such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. 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 before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. 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 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. 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 agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organizations) (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 exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor,- (d) endor;(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 Page 12 of 21 HG 00 01 09 16 (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 container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) 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(s) or organization(s). (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. 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', or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. 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". Any Other Party Any other person or organization who is not an additional 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; HG 00 01 09 16 Page 13 of 21 (2) In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not included within the "products -completed shown as a Named Insured in the Declarations. operations hazard", but only if SECTION III - LIMITS OF INSURANCE (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 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 surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 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", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds 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. 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 "suits" 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 5. 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. Page 14 of 21 HG 00 01 09 16 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 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 our 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 it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses, and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim 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 "suit" and the date 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 claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit" and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. 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 "suit" 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 indemnity. However, this provision does not 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 to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; HG 00 01 09 16 Page 15 of 21 (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I - Coverage A - Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. 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, Builder's Risk, Installation Risk or similar coverage for "your work" (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; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage' to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section 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 (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 additional insured underthis coverage part. (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method 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. Page 16 of 21 HG 00 01 09 16 Paragraphs (a) and (b) do not apply to other insurance 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 "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 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 deductible 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 Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. 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 premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and 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 made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 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 HG 00 01 09 16 Page 17 of 21 nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V - DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "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. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that 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 the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12."Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Page 18 of 21 HG 00 01 09 16 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 in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. 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 operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (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 or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; HG 00 01 09 16 Page 19 of 21 (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 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 or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, 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, in any manner, 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"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 18."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 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 time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD - Page 20 of 21 HG 00 01 09 16 ROMS, tapes, drives, cells, data processing 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 damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 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 compensation 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 vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. '"Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. HG 00 01 09 16 Page 21 of 21 a A T Page 1 of 2 ACCQRe CERTIMCATE OF LIABILITY INSURANCE DATE to/25/2018s/zole 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(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in )leu of such endorsement(s). _-� PRODUCER Willis of New York, Inc. c/o 26 Century Blvd P.O. Box 305191 CONTACT NAME: PHONE 1-877-945-7378 aC No: 1-880-467-2378 -MAIL c.rti£ ADDRESS: icates®willis. com INSURER($) AFFORDING COVERAGE NAIC# Nashville, TN 372305191 USA INSURER A: Hartford Fire Insurance Company 19682 INSURED Sambasafety 8814 Horizon Blvd Suite 100 INSURER B: Trumbull Insurance Company 27120 INSURERC: Hartford Casualty Insurance Company 29424 INSURER D: Albuquerque, NM 87113 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W8628991 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 PER -AIN, 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 INS POLICY NUMBER POLICY EFF MMIDDYYYiIj POLICY EXP IMMIDD/YYYYj LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 CLAIMS -MADE OCCUR DAMAGETO RENTED 300,000 PREMISES Ee occurrence $ MED EXP (Any one parson) $ 10,000 A PERSONAL &ACV INJURY S 11000,000 1 10 UUN JA3254 04/26/2018 04/28/2019 SENT AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 X POLICY � JEo C jI LOC PRODUCTS - COMPIOP AGG $ 2,000,000 $ OTHER: ( AUTOMOBILE LIABILITY ICOMBINEDSINGLE LIMIT $ 1,000,000 Ea accident _ BODILY INJURY (Per person) $ X( ANY AUTO H OWNED SCHEDULED AUTOS ONLY AUTOS 1 10 SUN JA3254 04/28/2018 04/26/2019 BODILY INJURY (Per accident) $ PROPERTYDAMAGE $ Pareccidant x HIRED NON -DINNED AUTOS ONLY AUTOS ONLY I $ C X UMBRELLA UAB X _ OCCUR EACH OCCURRENCE $ 14,000,000 AGGREGATE $ 14,000,000 EXCESS ILIAD CLAIMS -MADE 10 XHO JA0366 04/28/2018 04/28/2019 DEDXt RETENTION$ 10000 $ C WORKERS COMPENSATION—i ANDEMPLOYERS'LIABILITY ANYPROPRIETORIPARTNERF.XECUTIVE YIN OFFICERIMEMBERE%CLUDECI u (Mandatory in NH) If yes, describe under DE SCRIPTION OF OPERATIONS below NIA') 10 WH AS675D 04/28/2016 04/26/2019 x PER OTH- STATUTE ER Ek, ACCIDENT $ 11000,000 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT $ 11000,000 I I DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Rdtlitional Remarks Schetlule, may be attachetl if more space Is requirod) This Voids and Replaces Previously Issued Certificate Dated 09/26/2018 WITH ID: W8198621. Vigillo LLC is included as an Additional Insured as respects to General Liability. General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by Additional Tnsured. Insurance 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 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016(03) The ACORD name and logo are registered marks of ACORD sn 11): 16955226 BATCH: 927164 AGENCY CUSTOMER ID: _ LOC M ac`oezca® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis of New York, Inc. SavbaSafety 8814 Horizon Blvd Suite 100 Albuquerque, NM 87113 POLICY NUMBER See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 THIS ADDITIONAL REMARKS FORM 15 A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Waiver of Subrogation applies in favor of Vigillo LLC with respects to General Liability. ACORD 101 (2008101) © 2008 ACORI The ACORD name and toga are registered marks of ACORD SR ID: 16955226 HATCH: 927164 CERT: W8628991