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HomeMy WebLinkAboutAVOLVE SOFTWAREA-2020-261 EXHIBIT 1 50 �LN'r] i 2 Pl3/1 (,D�SSI(,A �Q11dOZq AVOLVE SALES ORDER Addendum to Original PaperlassNOW Contract Signed 5/12/2020 ProjectDox/OAS Subscription Licensee After signing this Avolve Software Order From ("Software Sales Order"), please either mail or fox to Avolve Software Corporation, 4835 E. Cactus Road, Suite 420, Scottsdale, Arizona 85254, or e-mail scanned image to paosselingavolvesoftwore.com Order Date: CUSTOMER INFORMATION Customer Name: Customer Mailing 20 Civic Center Plaza, M-19 Address: City: Santa Ana State: CA Zip: 92701 CUSTOMER CONTACTS PRIMARY SECONDARY Name: Jason Kwak Name: Phone: (714) 647-5866 Phone: E-mail: ikwak@saMa-ana.ore E-mail: Licenses and Services Fees* SaaS ProjectDox $81,600.00 SaaS OAS (Optional) $12,000.00 On Premise to SaaS Migration, Building Workflow Configuration and Training $7,675.00 OAS Implementation (Optional) $25,975.00 ProjectDox Advanced Integration to LMS (Optional) $19,800.00 Planning Implementation and Training $37,035.00 Public Works Implementation and Training (Optional) $20,205.00 Other Professional Services —Assurance Services* $50,625.00 Total Fees: $176,935.00 Total Optional Fees: $77,880.00 2 6 E-6 Page 1 of 19 aVolye- software Total Fees Invoiced on Signing: $81,600.00 Authorized Business Unit(s): Santa Ana, CA Initial Maintenance Term (if applicable): N/A Initial Hosting Services Term (if applicable): 12 months, renewal calculated from test server install date License Term (if applicable): Subscription Payment Method: EFT 'Go Live Date' is defined as the date that the Software is first made available by Avolve to the Customer to release and use in a live, production mode. PaperlessNOW Contract Amendment: Under this Proposal, all existing Terms and Conditions associated with the attached Software as a Service Agreement and related Software Sales Order, dated May 12, 2020, between the City of Santa Ana and Avolve are to remain in place. The City is exercising its option for a one (1) year ProjectDox subscription, as noted in the Software Sales Order. Additionally, the City is committingto a second yearof the ProjectDox subscription, and will have three (3) optional one (1) year renewal terms. At the time of purchase, any remaining credit of the unused portion of the PaperlessNOW 6-month Subscription Fee shall be applied toward the purchase of the ProjectDox SaaS System. The parties acknowledge that the Pricing Proposal Quotation #18818887, which was omitted from the Agreement, is to be replaced by the pricing quotation below. The parties also acknowledge that the Implementation Services provided underthe prior Agreement are terminated, and nowtransitioned tothe new Implementation Services listed below. The parties agree that should the City cancel the OAS subscription during the middle of a subscription term, it will be entitled to a refund equal to the unused portion of the annual OAS subscription fees which total $12,000. Renewals: ProjectDox SaaS — 5 Year Renewal ProjectDox SaaS Renewals Subscription Renewal Year 1 $81,600.00 Year 2 $81,600.00 Year 3" $81,600.00 Year V $81,600.00 Year 6' $81,600.00 YEAR 3,4,5 ARE OPTIONAL SAAS RENEWALS 25E-7 Page 2of19 A-2020-261 a oI e, software Schedules: The following Schedules are hereby incorporated by reference into this Software Sales Order. ScheduleA Implementation SOW Signature IN WITNESS WHEREOF, the parties hereto, each by a duly authorized representative, have executed this Software Sales Order Addendum as of the Order Date first set forth above: Santa Ana, CA Avolve Software Corporation Signature: i Signature: Printed: Kristine Ridge Printed: Jay Mayne Title: City Manager Title: CFO Date: Date: 12/4/2020 Approved as to form: ATTEST: Daisy Gomez (4b Ryan C. Hodge Clerk of the Council Assistant City Attorney 2 5 E —O Page 3 of 19 a1o%I\Ve- software a�e0 software Avolve® ePlan Life Cycle Solution Proposal November 24th, 2020 aAIeo software Prepared by your Avolve Software Representative Paul Gosselin Director of Sales 4835 East Cactus Road Suite 420 Scottsdale, AZ 85254 www.avolvesoftware.com Telephone:(651)249-9344 Email: posselin@avolvesoftware com 2 5 E-9 Page 4 of 19 a4�1\ve- software F Jason Kwak 20 Gvic Center Plaza, M-19 Santa Ana, CA Building Safety Manager City of Santa Ana, CA jkwak@santaana.org (714) 647-5866 Date of Quote: 1211/2020 Quote Valid Until: 12131/2020 ' • 1 • • • • rrm AVOLVE PROJECTDOX - SOFTWARE AS A SERVICE (SAAS) Product Name Product Description PUnit City. Price Total Price Software as a Service (SaaS) for ProjectDox on a Production Environment with 6 virtual server -configuration. Designed for organizations who will do up to 3,000 projects per year. Software included for SaaS Production: • ProjectDox Software Subscripfion • Unlimited Workflow license Services included for SaaS Production: Production • Set up and installation of ProjectDox Environment Light- • Managed services Level Capacity SAAS.PDOX • Annual ProjectDox upgrades ProjectDox SaaS -P.L 12.00 $6,000.00 $72,000.00 License Technical Support Production Environment Safeguard: Avolve security policy limits access to the Production environment. 5dennal users including the customers IT will not be allowed direct access to the Production servers and database. Any development or testing can be performed an the Test environment. See Hardware Configuration section. Additional capacity requirements are available upon request.. Software as a Service (SaaS) for ProjectDox on a Test Environment with 3 virtual server - configuration. Designed for organizations who plan to use the system for development andlor testing with approximately 25 concurrent users and approximately 2,000 projects peryear. Software included for Production: Test Environment SAAS-T.E ' ProjectDox Software Subscription 12.00 $2,000.00 $24,000.00 • Unlimited Workflow license Services included for SaaS Production: • Set up and installation of OAS & ProjectDox • 24x7 Managed services • Annual ProjectDox and OAS upgrades • Technical Support Test Environment Safeguard: Avolve security olic limits access to the Test environment. 25E-10 Page 5 of 19 a✓ol�e° software External users including the customer's IT can be provided limited VPN access to the Test servers and database such as creation and testing of custom reports. VPN access will be made available upon request. See Hardware Configuration section. Additional capacity requirements are available upon request SaeS Sub -Total: $96 000.00 Discount: $14,400.00 SaaS Total: 1 $81,600.00 PROFESSIONAL SERVICES Product Name Product Code Description Cl. Unit Price Total Price ProjectDox integration to Land Projectflow Management System Advanced PS-PF.AINT ProjectDoxAdvanced Integration" is 1 $19,800.00 $19,800.00 Integration Services defined below and will be reflected within a Statement of Work. SAPIN must have Apia for anintegration to ProjectDox. ProjectDox Services PS-225 PapedessNOW Migration to ProjectDox 8 $225.00 $1,800.00 ProjectDox PS 225 ProjectDox Configuration Design and 8 $225.00 $1,800.00 Services Scope Assurance Services to assist with the ProjectDox PS -AS additional design, configuration, training, 5 $10,125.00 $50,625.00 Services and post Go -Live Support of a complete workflow in ProjectDox. Professional Services Sub -Total: $74025.00 INTEGRATION TO LAND MANAGEMENT APPLICATION IS OPTIONAL, WE WILL WORK WITH SANTA ANA TO TRY AND CONNECT PROJECTDOX'PROJECT CREATE" THROUGH A DATABASE CALL. TRAINING Product Name Product t Description ay. Unit Price Total Price Pro'ectDoxTrainin TES -SA Introduction toS stemAdministration I 1 1 $2,500.00 $2,500.00 Pro'ectDoxTrainin TES -PA Project AdminTraining 1 1 $1575,00 $1575.00 Trainin Sub -Total: $4.075.00 First year annual SaaS and 20%of Planning Services shall be invoiced upon execution of Year1 seas $81,600.00 Agreement. Integration and the Public Works Professional Services and Training are optional. Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and delivery of software. Professional $23,400.00 This best approach package to implementation relies on partnership with the jurisdiction to Services: achieve desired go -live and paperless goals. To that end a not to exceed 122 hours have been Assurance $50,625.00 allocated to services and training on this project. In the event scope expands or delays account Services: for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion. I Training: $4,075.00 25 E-11 Page 6 of 19 a�e- software Yearly SaaS usage audit may result in an increase or decrease in subscription based on cloud consumption. 151Year Total $185,575.00 Payment via EFT. See notes for details. Travel and Expenses are not included in this total and will be invoiced as incurred. Annual SaaS Renewal = $01,600.001 year AVOLVE OAS - SOFTWARE AS A SERVICE (SAAS) - OPTIONAL Product Name Proddue Description Oty Unit Price Total Price Software as a Service (SaaS) for OAS on Production SOFT -OAS- Production and Test Environments. Avolve Environment OAS S4 Hosting Security Compliance Includes: - SOC 12.00 $1,000.00 $12,000.00 2 Audited - SSAE 18.100% Network Uptime - 99.9%Hardware Uptime Includes: - OAS Software Subscription SaaS OAS Total: $12 000.00 SaaS Total: $12,000.00 PROFESSIONAL SERVICES OAS - OPTIONAL Product Name Product Code Description City. Unit Price Total Price Setup Services: Professional PS-OAS.SUT - System Setup - Database Table Population - mapping Services Package control id's to export records 1. $4,275.00 $4,275.00 for OAS -AdminTrainin- not toexceed 5hrs BIG Permit Processor PS-OAS.PP Payment Processorto Elavon 1 $9,000.00 $9,000.00 Integration Professional Services Package PS Foced Fee Calculations for OAS 1 $3,600.00 $3,600.00 for OAS OAS.FCB Professional Services Package PS Advanced OAS Widget 1 $5,400.00 $5,400.00 tar OAS AS.UWA O Professional Services Package PS- Advanced OAS eForm <75fields —Wintelligent conditional 1 $3,600.00 $3,600.00 for OAS OAS.BeS entry/display Professional Services OAS Sub -Total: $25 875.00 PROFESSIONAL SERVICES - PLANNING AND PUBLIC WORKS WORKFLOW Product Name Product Code I Description Ot . Unit Price Total Price ProjectDox PS- Services BIC.LIPLUS 1 $30,600.00 $30,600.00 25E-12 Page 7of 19 a/o�l\ye- software Best -in -Class Level 1 ProjedFlow PLUS Services — Planning Workflow ProjectDox gIC: 1 - Best -in -Class Level 1 ProjectFlow CORE 1 $15,750.00 $15,750.00 Services Services — Public Works Workflow Professional Services Sub -Total: $46 350.00 Professional Service Discount: $4,635.00 Professional Service Total: 1 $41,715.00 Public Works Professional Service work is optional and will need to be agreed upon before any Professional Services work starts. TRAINING FOR PLANNING AND PUBLIC WORKS WORKFLOW Product Name Prole Description Qty. Unit Price Total Price Package Includes: 2 Introduction to ProjectDox 1 Workflow and Markup Training for ProjectDox Bundle PKG- Reviewers Services PDOX.TRN 1Workflow and Project Administration for 1 $10,550.00 $10,550.00 Coordinators 1 Community Training Package is limited to 12 Unique Users Pro'ectDoxTrainin TES -INTRO Introduction to ProjectDox Public Works 1 $1,125.00 $1125.00 ProjectDox Training TES -PA Project Admin Public Works 1 $1575.00 $1575.00 ProjectDox Training TES-BICPR wo kAowTraining for Plan Reviewers (Public 1 $2,000,00 $2,000.00 warks) ProjectDox Training TES- Workflow Training for Coordinators (Public 1 $2,000,00 $2,000.00 BICCOR Works Training Sub -Total: $17250.00 Training Discount: $1,725.00 Training Total: $15 525.00 Public Works Training is optional and will need to be approved on before any training happens. 20%of the Planning Services shall be invoiced upon execution of Agreement. Integration and the Public Works Professional Services and Training are optional. Payment for the total amount is due net thirty days (30) from the date of Initial Invoice and delivery of software. This best approach package to implementation relies on partnership Win the Iurisoiction to Professional Services $41,715.00 achieve desired go -live and paperiess goals. To that end a not to excel 282 hours have been allocated to services and training on this project. In the event scope expands or delays account $15,525.00 for incremental hours to be required, a Change Request(s) will be issued for the incremental Training: costs associated with delay or expansion. YearlySaaS usage audit may result in an increase or decrease in Subscription based on cloud 9 Y P Planning and PW Total: $67,240.00 consumption. Payment via EFT. See notes for details. 25E-13 Page 8 of 19 av/p� \Ive- software [ ifen"MT-go, Electronic Document Management & Collaboration Solution 25E-14 Page 9 of 19 aVo'�I\ve- software Santa Ana, CA Statement of Work for ProjectDox/OAS Deployment December 1s1, 2020 ax/ol*\ve� professional services 4835 East Cactus Road Suite 420, Scottsdale, Arizona 85252 Phone: 602.714.9774 www.avolvesoftware.com EXFCUTIVE SUMMARY This Statement of Work will focus on the Deployment of Production and Test Environments and the implementation of PrgectDox Best in Class workflows addressing the Customer's needs with regards to Three (3) Best in Class plan review process. (Public Works is optional) The goal is to implement PrgectDox and an Advanced Land Management integration for PrgectDox utilizing web services, in a standardized, off the shelf manner. We will leverage Avdve best practices and built-in configuration and modifications features, to meet the most effective functionality required to achieve the highest business value for the customer (the 'Project'). SCOPEO• Installation Offsite I Remote Installation of a single environment for the applicable products is required prier to orientation and configuration onsite assessments being conducted. Project pre -planning, including draft project plan, communication plan etc. are associated to this stage of the project. Additional environments to be implemented will be factored into the project plan and based on the sales order/agreement. • Provisioning of all applicable products and modules as specified on the Purchase Agreement/Sales Order. The date of acceptance for this milestone is the Software Acceptance Date Orientation and Configuration Requirements Session' 2 persons I Offsite Reviewfeatures and design options availablefor Best -In -Class configuration of the designated OAS application forms and related workllow processes. The output of these sessions will be compiled into a requirements document referred to as the Configuration Requirements Document (CRD). This will include using standard templates and design to expedite the project while providing the 2 5 E-15 Page 10 of 19 a�e- software best business value to the customer. Any design requirements not available to the care system and/or requiring development will be scoped and presented in a separate Statement of Work. Assurance services afforded the project maybe leveraged for work identified as outside the scope of the project. ProjectDox Configuration Requirements Document Advanced Integration permitting system touchpolnt discussion for Land Management System Includes: o Project Creation — Required application data is pushed from the permitting system to the ProjectDox application using the Avolve provided REST API and configuration of the ProjectDox Windows Service Process. Required field for project creation: o Permit Number/Project Name (Key value) o Description o Applicant/Submitter First Name o Applicant/Submitter Last Name o Applicant/Submitter Email Address o Permit/Project Type o Application Data — Pull of data from the permitting system to display of up to 18 read-only permit application data fields within the plan review process. o Review Status — Push of data to provide the permitting system the following data related to the plan review o Reviewer Name o Reviewer Department o ReAewCyde o Review Status (Approved, Redacted) o Date Completed o Final Approval Status — Push final status orlog event of approved to permitting system API indicating to the permitting system that all reviews are approved in ProjectDox. • Project Plan (task lisf/schedulelresource assignments) not to exceed budget Configuration & Integration • Offsite I Remote Configuration of applicad a software products, forms and the workflows (rased on the configuration requirements document findings. This includes the development of the integration work defined in this Statement of Work and confirmed during requirements discussions. • Configured Working products and modules as specified in the Purchase Agreement/ Sales Order o Configured Working ProjectDox and OAS Application (OAS Optional) • 3 BIC Wordows • Builcing • Planning • Public Works (optional) Advanced Integration • 1 OAS Advanced Application Form o Form design contains between 75-150fields • 1 Avolve Payment Processor (Gavon, Paymentus, Global Transport, Authorized.net) o Design the OAS application to interface wrath Customer's payment processor to allow for online payments through OAS. • 1 OAS Advanced Integration o Defined application data to be pushed to the target permitting system API to allow for creation of the permit and triggering of the Project Creation process into ProjectDox. Design requires API's to be available for customer permitting system. Direct database calls from OAS to the target system are not supported. • 1 OAS Advanced Validation 25E-16 Page 11 of 19 a/o'\lve- software 0 1 Advance Validation Widget to allow for multi field validation, data retrieval and display from the target system on the OAS application form. May include field concatenation and progressive/auto complete search (palling back the data for display in the form). Some abilities are limited to API's being available from the customers target permitting system • 1 Basic Fee o Allows for a fixed fee or simple calculation of a percentage of a field in the OAS application form to be displayed to the end user to communicate a cost. PapedessNOW migration to ProjectDox SaaS User Acceptance Training (UAT) 1 Person I Offsite The Avolve project manager will provide user acceptance training and guidance to the client on methods to test the designed process and system to work towards user acceptance. The Avdve project manager will work with the client to schedule time to be on or offsite per process and based on available professional service hours far the project. Customer will validate the system configuration, forms, emails and integration and document any identified issues in the RIT (Risks, Issues and Tasks) document and provide to the Avdve project manager. Avdve will resolve any idenfified issues to allow the customer retest to gain acceptance. • Completion of User Acceptance Testing (UAT) • Implementation of the Production Environment • Code Promotion from Test to Production Training 1 Person I Offsite Avdve education specialists will deliver the below courses to the Customers staff. The courses will train approximately 12 persons and will be delivered based on the project plan rollout. A maximum of 12 persons per course is enforced with the exception of the Community Outreach (TES -OUT). This demonstrationllecture session is targeted for the design community and is intended to be conducted for larger audiences (25+) to educate and promote the new processes. It is recommended that training sessions be organized with participants of similar technological abilities to allow for the most efficient delivery and retention of the materials. Additional training above and beyond the below may be added or addtional training performed post go -live by leveraging the assurance services funds afforded the project. • Delivery of classes for all products/modules as purchased (Planning Training) • Delivery of classes for all products/modules as purchased (Public Works) 25E- 1 7 Page 12of19 afore, software LaunchlProject Close Out 1-2 Person Offsite Deployment of the accepted workflow processes and a transition to Avdve support to close out the project. Assurance Services The assurance services fund may be leveraged at any time during or post project completion to cover additional integration requirements, newly identified out of scope requirements, training, and software not included in this statement or world. The funds may also be used post go-livellaunch of a process to keep the project management team engaged to assist with change management and user adoption assistance. Assurance services hours are billed on an hourly basis at a rate of $225.00 an hour. The use of hours requires a change order or an assurance services agreement that defines the work and has signatures of agreement for use by the Customer. (ACCEPTANCE PROCESS There will be Key Deliverables, as identified in the Project ActivitiesfDdiverades Payment Schedule which will be subject to acceptance by the Customer ("Acceptance'). Upon completion of each Key Deliverable, Avdve will request from the Customer a written response within five (5) business days after receipt thereof. Notwithstanding the foregoing or anything to the contrary in the Purchase Agreement, all other Deliverables provided under this Statement of Work shall be deemed to have been accepted by the Customer upon delivery. If Customer does not approve, reasons for rejection must be clearly noted. Avdve will then work with the Customer to come to agreement on obtaining approval. The Customer shall be deemed to accept any such Key Deliverable which Customer does not acceptor reject within such period. This acceptance will initiate the invoice of the applicable milestone. Promptly following execution of this Statement of Work, the parties shall meet to discuss the general project schedule, which will be generally organized around the standard Avdve project On -Boarding process. Within 2 weeks, the initial project plan will be created and sent to Customer. The Project Plan contains a schedule, a list of tasks in a schedule format, assignments of specific team members over specific times and communication status reporting processes. The Project Plan is a living document that will be reviewed throughout the term of this Agreement and maybe adjusted as reasonably necessary, as agreed to from time to time by the parties. PROJECT ASSUMPTIONS AND CAVEATS This Project was scoped based upon purchase of ProjectDox Best In Class, understanding that the site will be hosted by the Avolve and configured per established Best -In -Glass standards. This understanding forms the basis for Avdve's Picing and the Deliverables to be provided under this Statement of Work. Any deviation from these requirements will require a change order and may increase cost or estimated time of Project completion. 2. Avdve will have full access to all Project team members from the customer as needed to complete the successful implementation and rdl out of ProjectDox and OAS. This access may require the team members of the customer to dedicate specific time to specific detailed tasks within the Project Plan. Team member tasks will be more dearly defined during the kickoff and planning sessions and documented in the Project Plan. 25E-18 Page 13of19 aAe'�l e- software 3. Customer and its third parties and/or subcontractors will fulfill any hardware/software requirements, as identified to allow communication between Avdve Software and the Customer's permitting system in a timely fashion in order to keep the Project Plan on schedule. 4. Customer and its third parties and/or subcontractors will fulfill the hardware requirements, as outlined in the System Implementation Guides (standard end user documents) that accompany each version of the Software) in a timely fashion i n order to keep the Project Ran on schedule. 5. This best approach package to implementation relies on partnership with the jurisdction to achieve desired go -live and paperiess goals. To that end, a not to exceed 314 hours (+178 hours if all optional services are purchased) have been allocated to services and training on this project. In the event scope expands or delays account for incremental hours to be required, a Change Request(s) will be issued for the incremental costs associated with delay or expansion. Should the customer cause or contribute to the delay of any Deliverable, Avdve may elect to revise the Project Ran accordingly to compensate for the delay and invoice for any applicable milestone payments to that point of the project. 6. Al parties will reasonably prioritize their efforts to meet the Project Ran schedule in order to achieve a rapid roil out model. In doing so, it is understood by all parties that multiple tasks may be in process at one time and Avdve may have more than one Professional Services team member working on the project at one time. 7. Client will provide adequate Project management for their own resources, and/or third parties, to collaborate with Avolve's project manager. Client subject matter experts and applicable users will be accessible and available in a timely fashion and for adequate and reasonable durations. Avdve WWI make sure that scheduling of interviews and meetings are adequately in advance of these resource allocations. 8. Customizations/Extensions required may result in increased schedule and budget, but only if documented and approved within Assurance Services anNor a Change Request. 9. Avolve is planning to fully leverage ProjectDox as is, utilizing all built in configuration features to meet the business needs. 10. Any optional items chosen in the Purchase Agreement/Sales Order are not included here and would require a modification to this Statement of Work. 11. Customer understands that an ePlan Life Cycle implementation is a very significant cligital transformation enterprise project that requires dedicated change management from the Customer's staff. This will be key for the success of the Customer. 12. Work will not begin until an executed copy of ell paperwork is complete. Work will begin at the earliest possible date at which Avdve resources and Customer resources are available or as otherwise agreed to. 13. Avdve and Customer agree to cooperate in good faith to complete the Services and Deliverables in a timely and efficient manner. 14. Recording of Avdve provided training or UAT (user acceptance testing) sessions is not permitted. 15. Al training classes unless otherwise noted are limited to 12 persons maximum per class "Configuraton options are as described by ProjectDox documentation and as evidenced by ProjectDox administration screens. Minor changes to Avolve ProjectDox Best Practices (Best in Class) worldlows are changes to activate7deadivate and/or parameMze with variables, existing steps in the Best Practices woridlows. Customization of additional products and modules are to be within the bounds and scope of the respective core product(s) and modifications are limited to those that are allowed by core product design. 25E-19 Page 14of 19 aoI�.'e" software CHANGE CONTROL PROCESS The 'Change Control Process' is that process which shall govern changes to the scope of the Project during the life of the Project. The Change Control Process will apply to new components and to enhancements of existing components. The Change Control Process will commence at the start of the Project and will continue throughout the Projecrs duration. Additional procedures and responsibilities maybe outlined by the Project Manager identified on the signature page to the Agreement and will be included in the Project Plan if mutually accepted. Under the Change Control Process, a written 'Change Request° (attached) will be the vehicle for communicating any desired changes to the Project. It will describe the proposed change. the reason for the change and the effect the change may have on the Project. The Project Manager of the requesting party will submit a written Change Request to the Project Manager for the other parties. Al parties must sign the approval portion of the Change Request to authorize the implementation of any change that affects the Project's scope, schedule or price. Furthermore, any such changes that affect the scope of this SOW, schedule or price will require an amendment to the SOW andlor any other part of the Purchase Agreement. Pricing and payment terms are as set forth in Purchase AgreementlSales Order. Travel and Expenses are estimated to be $0 due to the pandemic. At implementation and training will be remote. Should that change all actual travel expenses will be invoiced to the City, but only if approved by City prior to incurring any actual travel expenses. 2 5 E —20 Page 15 of 19 (n ti W cn •+ N m •�' C2 O (n •� f0 cn "^ 00 (n ^ �I 'O (n .✓ C) [n (T cn A (n W (n N (n M O m ±k O O O O v➢i � ti ti m � _g m > > `o cn o y ?_ " o o o �i o m r m m n O tm/1 m R' O N y a cn c f c D m O C m m D m N fn fp e U) m n n y c o `5. °L m o n 0 a o. 0 O cn m m n o o m o m SFIL 0 o D Z � �c0 0 O m _ o CO m m a n D x v p' N m N m o G m FD m O 'O m n mm m 6 tm_ m = O fn (n fn fn (n (n C 0 (n M M C n N [n 0 3-0 y D D ➢ o D v v D3c D DD3 � D y=-T`.m m m Cn Vf n d tN 0 p O O O W J O O O O 25E-21 ,11 25E-22 m rD i A-2020-261 a o'l e'" software STATEMENT OF WORK ACCEPTANCE Once fully executed, this document will become the Statement of Work for the Project defined in this document. Avolve and Customer's signatures belowauthorizes Avolve to begin the services described above and indicates Customer's agreement to pay the invoices associated with these services delivered as described. Any services or term extensions denoted as optional will require further written acceptance and approval from the City. SOFTWARE ACCEPTANCE DATE AND MAINTENANCE Avolve will invoice Customer for Software Maintenance following the Software Acceptance Date and Customer shall pay such invoiced amount pursuant to the terms of the Purchase Agreement/Sales Order. For all subsequent years of Software Maintenance purchased by Customer, invoicing and payments shall be as set forth in the Purchase Agreement/Sales Order. AUTHORIZED SIGNATURES Avolve Software Corporation By: Name: Jay Mayne Title: Date: 1214/2020 ATTEST: Aaisy Gomez rk of the Council Santa Ana, CA By: Name: Kristine Ridge Title: City Manager Date: Approved as to form: Rya lo. 4dge Assistant City Attorney 25E-23 Page 18of19 ExHIBIT A: CHANGE REQUEST FORM GENERAL INFORMATION Change Request M (C R) ProlecUCirylCnunty Requestor Name Description of Change Date Submitted Prionry Reason for Change Request Project Artifacts Impacted Assumptions.Risks Commentu Co nsideratons Atmctiments' References Avulve Software Change Request Form Giy ajSnmewAne (Enter a derailed description of the change being requested] Low Medium High Requred [Enter a detaded description, of why the change is being requested] [List other arhfects affected by this change] (Document assumptions rm comments tegstdirg the requested change] [Enter add3ronaf commentaj ESTIMATES Total Estimated Development Hours Total Estimated Development Duration Sthemuie Impact Cost Impact CammentslRecommendacons PM Approval Signature scat, agree IDS Approval EggrarYtte i [Enter the hour vnpact of the requesed charge] Pa lod dlangeJ j7Fttyasj I [Ether the duratan dm d o! the reques n�S] IDetadVia impactthachomp Mayhew on schedules] J [Cost] jDaNd the impact thin change mayhase on cost(_ _J Dale Signed C" OF SOMEWHERE AUTHORIZATION Customer Approval Signature it , —'I AVMI seftmm ol"olr2ol5 Page t of 1 25E-24 ACiI CERTIFICATE OF LIABILITY INSURANCE DATE(MMMDNYYY) 4/16Q020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. 7H15 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: N 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 endorsemen s . PRODUCER Brown & Brown Insurance of AZ, Inc 2800 North Central Avenue, Suite 1100 Phoenix AZ 85004 CONTACT NAME: Made PuetZ, CISR . 602.684-7043 PWC,HONEEru FqC N :602-2H7-8743 EAD pa , m uetz bb hoenix.wm INSURERS AFFORDING COVERAGE NAICA INSURERA: Travelers insurance Company of Canada INSURED AVOLSOFd1 Avolve Software Corporafion 4835 East Cactus Road, Ste. 420 INSURER B: Travelers Property Casualty Co of AM 25674 INSURER C : Travelers Indemnity Company 25658 INSURER 0 Scottsdale AZ 85254 INSURER E NSURER F: COVERAGES CERTIFICATE NUMBER: 172165965 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 TYPEOFINSURANCE DDL SUER POLICYNUMBER POLICY EFFLTR POLICY EXP LIMITS B A X COMMERCIALGENERALLIABILITY Y Y ZLP41MZ3114 UXTRV30797 1/2/2020 1/2/2020 IPM021 1=021 EACHOCCURRENCE s1.000000 PREMISES Me,xNnence) $1.000,000 CLAIMS -MADE � OCCUR MED EXP (Any one person) S 10,000 X Dec=sO PERSONAL a AOV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: POLICY T JEGOT D LOG GENERA -AGGREGATE $2,000,000 PRODUCTS-COMPIOPAGG $2,000.000 X OTHER: Farei nUeD Ag~e $2,000,000 C A AUTOMOBILE LIABILITY ANY AUTO OVINED SCHEDULED AUTOS ONLYNALTOS Y Y BASJ542207 UXTRV30797 1/212020 U72020 '/ 1/2/2021 1f2f102]� / COMBINED SINGLE LIMIT ac d n $1000000 BODILY INJURY (Per person) 4 BODILY INJURY Per accident I 8 X HIRED NON-0WNED AUTOS ONLYAUTOS ONLY PROPERTY DAMAGE (Per Id $ X F HNOA Any One Acddenl $2,000,000 a X UMBRELLALIAS X OCCUR Y Y CUP31-996642 1=020 1/2/2021 EACH OCCURRENCE $4,000.000 AGGREGATE $4,000.000 EXCESS LIAB CINMS.MADE DELI I X I RETENTION S 0 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N ANYPROPRIETOMPARTNEMEXECUrIVE OFFICERIMENIOEREXCLLDED? N /A Y U88J755123 11=20 / 1/2/2021 / X I PSTURTUTE ERK EL EACH ACCIDENT $1,000,000 E.L DISEASE -EA EMPI OYFE S1,000.000 (Mandatory In NH) If yyea, describe under DESCRIPTION OF OPFRATIONS E.L. DISEASE. POLICY LIMIT I S1.000,000 B A PlWsesbnelACyber UeNl9y Farapn Pr0lu My N N N N ZPL21POS221 UXTRV30797 1/7/2G20 1/2/2020 1/2Q021 112/202j : AR"IA ReNntlen AW99arn e1=UtIe 5,000,0OR 10,O 5.000,000/10,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Addltonal Romarks schedule, may ba enachad II more apace is re9aUedl Blanket Additional Insured applies where required by written Contract to General Liability per attached form CIS D4 17 02 19 Including Blanket Waiver of Subrogation. Blanket Primary & Non -Contributory applies to General Liability per attached form CG T1 00 02 19. Blanket Additional Insured applies to Auto Liability per attached form CA T4 37 02 15. Blanket AWomobll ability Waiver of Subrogation applies per form CA T3 40 20 15. Excess Liability Is Fallowing Form or both General Liability and Automobile Liability. Blanket Waiver of Subrogation applies to Workers' Compensation per attached form WC000313 (00)-01. Privacy Liability is added to the Network and Information Security Coverage Form APR T1 03 01 17. / See Attached... City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92702 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE TON DATE THEREOF, NOTICI JU 2020 ACCORDANNCCEIWITH THE POLICY PROVISIONS.E WLL BE DELIVERED IN ANGLE ACEVEdo AUTHORIZED REPRESENTATIVE All rinhl. rn.—A ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Digitally signed by Francine R. Francine R. Villareal Villareal ® CERTIFICATE OF LIABILITY INSURANCE al 2ACORD �DAI,E (MM/DD/YYYY) 2/28/2020 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 Brown & Brown Insurance of AZ, Inc 2800 North Central Avenue, Suite 1100 AZ 85004 CONTACT NAME: Marie Puetz, CISR PHONE FAX A/C No Ext : 602-664-7043 A/c, No): 602-287-6743 E-MPhoenix ADDRESS: mpuetz@bbphoenix.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Travelers Insurance Company of Canada INSURED AVOLSOF-01 Avolve Software Corporation 4835 East Cactus Road, Ste. 420 INSURER B: Travelers Property Casualty Co of AM 25674 INsuRERc: Travelers Indemnity Company 25658 INSURERD: Scottsdale AZ 85254 INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:2047011804 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 POLICYNUMBER POLICY EFF MM/DD POLICY EXP MM/DD LIMITS B A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Y Y ZLP41M23114 UXTRV30797 1/2/2021 1/2/2021 1/2/2022 1/2/2022 EACH OCCURRENCE $1,000,000 DAMAGETO S(RENTED PREMISES Ea occurrence) $ 1,000,000 VIED EXP (Any one person) $ 10,000 X Dec = $0 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO - POLICY � ECT1:1 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 X Aggregate $ 2,000,000 OTHER: Foreign Liab C AUTOMOBILE LIABILITY ANY AUTO Y Y BA9J542207 UXTRV30797 1/2/2021 1/2/2021 1/2/2022 1/2/2022 COMBINED SINGLE LIMIT (EaA accident $1,000,000 O BODILY INJURY (Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY X Any One Accident $ 2,000,000 Foreign X HNOA B X UMBRELLALIAB X OCCUR Y Y CUP31_995642 1/2/2021 1/2/2022 EACH OCCURRENCE $4,000,000 AGGREGATE $ 4,000,000 EXCESS LAB CLAIMS -MADE DED X RETENTION $ 1 n nnn $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANYPROPRIETOR/PARTNER/EXECUTIVE Y UB8J755123 1/2/2021 1/2/2022 X PER OTH- STATUTEI ER E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? FN] N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Domestic Professional/Cyber Liab N N ZPL21PO5221 1/2/2021 1/2/2022 Aggregate 5,000,000 A Canadian Professional/Cyber Liab N N UXTRV30797 1/2/2021 1/2/2022 Retention Aggregate/Deductible 10,000 5,000,000/10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Blanket Additional Insured applies where required by written contract to General Liability per attached form CG D4 17 02 19 including Blanket Waiver of Subrogation. Blanket Primary & Non -Contributory applies to General Liability per attached form CG T1 00 02 19. Blanket Additional Insured applies to Auto Liability per attached form CA T4 37 02 15. Blanket Automobile Liability Waiver of Subrogation applies per form CA T3 40 20 15. Excess Liability is Following Form for both General Liability and Automobile Liability. Blanket Waiver of Subrogation applies to Workers' Compensation per attached form WC000313 (00)-01. Privacy Liability is added to the Network and Information Security Coverage Form #PR T1 03 01 17. Professional Liability/Cyber Liability Retroactive Date: 1/2/2015 See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92702 �w c Risk Managzmenti?MSLun REVIEWED &APPROVED SY: @ 1988-2015 ACORD CI ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD _ _— Wsk Management Analyst AGENCY CUSTOMER ID: AVOLSOF-01 LOC #: AGENCY Brown & Brown Insurance of AZ, Inc POLICY NUMBER CARRIER ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED Avolve Software Corporation 4835 East Cactus Road, Ste. 420 Scottsdale AZ 85254 EFFECTIVE DATE: Page 1 of 1 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR' TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non -Owned Watercraft - 75 Feet Long Or Less B. Who Is An Insured - Unnamed Subsidiaries C. Who Is An Insured - Employees - Supervisory Positions D. Who Is An Insured - Newly Acquired Or Formed Limited Liability Companies E. Who Is An Insured - Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured - Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional Insured - Broad Form Vendors PROVISIONS A. NON -OWNED WATERCRAFT - 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II - WHO IS AN INSURED: e. Any person or organization that, with your express or implied H. Blanket Additional Insured - Controlling Interest I. Blanket Additional Insured - Mortgagees, Assignees, Successors Or Receivers J. Blanket Additional Insured - Governmental Entities - Permits Or Authorizations Relating To Premises K. Blanket Additional Insured - Governmental Entities - Permits Or Authorizations Relating To Operations L. Medical Payments - Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability - Railroads 0. Damage To Premises Rented To You consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge. B. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following is added to SECTION II - WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and RideMwagzmentDi sign CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. }zj Fig REVIEWED&APPRovmBr: Includes copyrighted material of Insurance Services Office, Inc. with its permis . ' --� Risk K4anagement Analyst COMMERCIAL GENERAL LIABILITY b. Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section II - Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or C. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — EMPLOYEES — SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION If — WHO IS AN INSURED: Paragraphs (1)(a), (b) and (C) above do not apply to "bodily injury" to a co - "employee" while in the course of the co -"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory position. D. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II — WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organ- ization; and C. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. For the purposes of Paragraph 1. of Section II - Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or C. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED — LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II - WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section II - Who Is An Insured. F. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: (1) Until the 180th day after Any person or organization that is not you acquire or form the otherwise an insured under this Coverage organization or the end of Part and that you have agreed in a written W, P.A,cF RAMwagk:mentDMsian Page 2 of 5 © 2017 The Travelers Indemnity Company. All rights reserved. J_/ ,`q REVIEWED & APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permis ' --� Risk K4anagement Analyst COMMERCIAL GENERAL LIABILITY contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the performance of your ongoing operations to which that contract or agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. G. BLANKET ADDITIONAL INSURED - BROAD FORM VENDORS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked manufacturer, and then repackaged in the original container; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, 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 on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED - CONTROLLING INTEREST 1. The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II — WHO IS AN INSURED: solely for the purpose of This paragraph does not apply to any inspection, demonstration, testing, premises owner, manager or lessor that or the substitution of parts has financial control of you. under instructions from the cF IZAManagzmentDMsian CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. °x IRE�AEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permis - —w Risk Pjanagement Analyst COMMERCIAL GENERAL LIABILITY BLANKET ADDITIONAL INSURED — MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to its liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: FA b. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. K. BLANKET ADDITIONAL INSURED — GOVERNMENTAL ENTITIES — PERMITS OR AUTHORIZATIONS RELATING TO OPERATIONS The following is added to SECTION II — WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury" or "property damage" included in the "products - completed operations hazard". L. MEDICAL PAYMENTS — INCREASED LIMIT The following replaces Paragraph 7. of SECTION III — LIMITS OF INSURANCE: 7. Subject to Paragraph 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, Risk Mwag mentDivisian Page 4 Of 5 © 2017 The Travelers Indemnity Company. All rights reserved. �_/ Fig REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi I; a --� WA K4anagement Analyst COMMERCIAL GENERAL LIABILITY and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph B., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY — RAILROADS 1. The following replaces Paragraph C. of the definition of "insured contract" in the DEFINITIONS Section: C. Any easement or license agreement; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. 0. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. Risk Managzment Division CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. }� F°x IRE�AEWED&APPROVED BY. Includes copyrighted material of Insurance Services Office, Inc. with its permis --� RFsk janagement Analyst COMMERCIAL GENERAL LIABILITY Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section V - Definitions. SECTION I — COVERAGES COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury" or "property damage" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury" or "property damage" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III - Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "bodily injury" and "property damage" only if: (1) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (2) The "bodily injury" or "property damage" occurs during the policy period; and (3) Prior to the policy period, no insured listed under Paragraph 1. of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. c. "Bodily injury" or "property damage" which occurs during the policy period and was not, prior to the policy period, known to have occurred by any insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the policy period. d. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; CIS T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights Includes copyrighted material of Insurance Services Office, Inc. cF Risk Mwag mend Division reserved. �r/ ,�i REVIEWED&APPROVED BY. - with its permi .. , v " `� --� Rusk K4anagement Analyst COMMERCIAL GENERAL LIABILITY (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. e. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability 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 "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 d apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "bodily injury" or "property damage", provided that: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compen- sation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". RMw agzment Divia ian Page 2 of 23 © 2017 The Travelers Indemnity Company. All rights reserved. ��% Fideig REVIEWED&APPROVED BY.' Includes copyrighted material of Insurance Services Office, Inc. with its perm'i i " ' �" P, ° " Rusk K4anagement Analyst COMMERCIAL GENERAL LIABILITY f. Pollution (i) Any insured; or (1) "Bodily injury" or "property (ii) Any person or organization damage" arising out of the actual, for whom you may be alleged or threatened discharge, legally responsible; dispersal, seepage, migration, release or escape of "pollutants": (d) At or from any premises, site or location on which any (a) At or from any premises, site insured or any contractors or or location which is or was at subcontractors working directly any time owned or occupied or indirectly on any insured's by, or rented or loaned to, any behalf are performing operations insured. However, this sub- if the "pollutants" are brought paragraph does not apply to: on or to the premises, site or (1) "Bodily injury" if sustained location in connection with a within a building and such operations by such caused smoke, fumes, insured, contractor or sub - vapor or soot produced by contractor. However, this subparagraph does not apply or originating from equip- to: ment that is used to heat, cool or dehumidify the (i) "Bodily injury" or "property building, or produced by or damage" arising out of the originating from equipment escape of fuels, lubricants that is used to heat water or other operating fluids for personal use by the which are needed to perform building's occupants or their the normal electrical, guests; hydraulic or mechanical (il) "Bodily injury" or "property functions necessary for the "mobile damage" for which you operation of equip - may be held liable, if you ment" or its parts, if such fuels, lubricants or other are a contractor and the operating fluids escape owner or lessee of such from a vehicle part designed premises, site or location to hold, store or receive has been added to your them. This exception does policy as additional not apply if the "bodily i insured with respect to injury" or "property damage" your ongoing operations arises out of the intentional performed for that discharge, dispersal or additional insured at that release of the fuels, premises, site or location lubricants or other operating and such premises, site or fluids, or if such fuels, location is not and never lubricants or other operating was owned or occupied by, fluids are brought on or to or rented or loaned to, any the premises, site or insured, other than that location with the intent that additional insured; or they be discharged, dis- (iii) "Bodily injury" or "property persed or released as part damage" arising out of of the operations being heat, smoke or fumes from performed by such insured, a "hostile fire"; contractor or subcontractor; (b) At or from any premises, site (ii) "Bodily injury" or "property or location which is or was at damage" sustained within a any time used by or for any building and caused by the insured or others for the release of gases, fumes or handling, storage, disposal, vapors from materials processing or treatment of brought into that building in waste; connection with operations being performed by you or (C) If such "pollutants" are or on your behalf by a were at any time transported, contractor or subcontractor; handled, stored, treated, or disposed of, or processed as waste by or for: CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights Includes copyrighted material of Insurance Services Office, Inc. cF IZi ]VwagzmedDivisian reserved. �40 & REVIEWED & APPROVED BY. - with its permi .; --� Risk Pjanagement Analyst COMMERCIAL GENERAL LIABILITY (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory require- ment 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 any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment" under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or L(3) of the definition of "mobile equipment"; or (6) An aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any pre - Risk ManagzmentDi Sian Page 4 of 23 © 2017 The Travelers Indemnity Company. All rights reserved. �40 Fig (REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its perm'i --� Risk K4anagement Analyst COMMERCIAL GENERAL LIABILITY arranged racing, speed, demolition, or stunting activity. I. War "Bodily injury" or "property damage" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any govern- ment, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hinder- ing 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 working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. I. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. m. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and 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"; RideMmWmentDiAsian CIS T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. ��% FOY REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its Perm ,.. --� Risk janagement Analyst COMMERCIAL GENERAL LIABILITY if such product, work, or property is (3) Any loss, cost or expense arising withdrawn or recalled from the out of any: market or from use by any person or organization because of a known or (a) Request, demand, order or suspected defect, deficiency, statutory or regulatory require - inadequacy or dangerous condition in ment that any insured or it. others test for, monitor, clean up, remove, contain, treat, o. Personal And Advertising Injury detoxify or neutralize, or in "Bodily injury" arising out of any way respond to, or assess "personal and advertising injury". the effects of, asbestos, asbestos fibers or products p. Electronic Data containing asbestos; or Damages arising out of the loss of, (b) Claim or suit by or on behalf loss of use of, damage to, corruption of any governmental authority of, inability to access, or inability to or any other person or manipulate "electronic data". organization because of testing However, this exclusion does not for, monitoring, cleaning up, removing, containing, treating, a apply to liability for damages "bodily detoxifying or neutralizing, or because of injury". in any way responding to, or q. Unsolicited Communication assessing the effects of, asbestos, asbestos fibers or "Bodily injury" or "property damage" products containing asbestos. arising out of any actual or alleged violation of any law that restricts or t. Employment —Related Practices prohibits the sending, transmitting or "Bodily injury" to: distributing of "unsolicited com- munication". (1) A person arising out of any: r. Access Or Disclosure Of Confidential Or (a) Refusal to employ that person; Personal Information (b) Termination of that person's "Bodily injury" or "property damage" employment; or arising out of any access to or disclosure of any person's or (c) Employment -related practice, organization's confidential or personal policy, act or omission, information. such as coercion, demotion, evaluation, reassignment, dis- s. Asbestos cipline, failure to promote or (1) "Bodily injury" or "property advance, harassment, humiliate - ion, discrimination, libel, damage" arising out of the actual slander, violation of the or alleged presence or actual, person's right of privacy, alleged or threatened dispersal of malicious prosecution or false asbestos, asbestos fibers or arrest, detention or imprison - products containing asbestos; ment applied to or directed at provided that the bodily injury' that person, regardless of or "property damage" is caused or whether such practice, policy, contributed to by the hazardous act or omission occurs, is properties of asbestos. applied or is committed (2) "Bodily injury" or "property before, during or after the time damage" arising out of the actual of that person's employment; or alleged presence or actual, or alleged or threatened dispersal of (2) The spouse, child, parent, brother any solid, liquid, gaseous or or sister of that person as a thermal irritant or contaminant, consequence of "bodily injury" including smoke, vapors, soot, to that person at whom any of fumes, acids, alkalis, chemicals the employment -related practices and waste, and that are part of "suit" described in Paragraph (a), (b), or any claim or which also (C) above is directed. alleges any "bodily injury" or "property damage" described in This exclusion applies whether the Paragraph (1) above. insured may be liable as an employer or in any other capacity and to any obligation to share damages with or Page 6 of 23 © 2017 The Travelers Indemnity � µ Mwag'�.Ih ent DLVIBIOR Company. All rights reserved. Fg ILLi3R fdEVlEuveD&APPROVED SY: �e% Includes copyrighted material of Insurance Services Office, Inc. with its permi 0,.. 'W--,_ WR WA K4anagement Analyst COMMERCIAL GENERAL LIABILITY repay someone else who must pay This exclusion does not apply to damages because of the "bodily "personal injury" caused by malicious injury". prosecution. Exclusions c. through n. do not apply to b. Material Published With Knowledge Of "premises damage". A separate limit of Falsity insurance applies to "premises damage" as described in Paragraph 6. of Section "Personal and advertising injury" III -Limits Of Insurance. arising out of oral or written publication, including publication by COVERAGE B — PERSONAL AND ADVERTISING electronic means, of material, if done INJURY LIABILITY by or at the direction of the insured with knowledge of its falsity. 1. Insuring Agreement c. Material Published Or Used Prior To Policy Period a. We will pay those sums that the insured becomes legally obligated to (1) "Personal and advertising injury" pay as damages because of "personal arising out of oral or written and advertising injury" to which this publication, including publication insurance applies. We will have the by electronic means, of material right and duty to defend the insured whose first publication took place against any "suit" seeking those before the beginning of the policy damages. However, we will have no period; or duty to defend the insured against "suit" (2) "Advertising injury" arising out of any seeking damages for "personal infringement of copyright, "title' and advertising injury" to or "slogan" in your "advertisement" which this insurance does not apply. pp y' whose first infringement in your We may, at our discretion, investigate "advertisement" was committed any offense and settle any claim or "suit" before the beginning of the policy that may result. But: period. (1) The amount we will pay for d. Criminal Acts damages is limited as described in Section III - Limits Of Insurance; "Personal and advertising injury" and arising out of a criminal act (2) Our right and duty to defend end committed by or at the direction of the insured. when we have used up the applicable limit of insurance in the e. Contractual Liability payment of judgments or settlements under Coverages A or "Personal and advertising injury" for B or medical expenses under which the insured has assumed liability in a contract or agreement. Coverage C. This exclusion does not apply to No other obligation or liability to pay liability for damages: sums or perform acts or services is (1) That the insured would have in the covered unless explicitly provided for absence of the contract or under Supplementary Payments. agreement; or b. This insurance applies to "personal (2) Because of "personal injury" and advertising injury" caused by an assumed by you in a contract or offense arising out of your business agreement that is an insured but only if the offense was "coverage contract", provided that the committed in the territory" personal injury" is caused by an during the policy period. offense committed subsequent to 2. Exclusions the execution of the contract or agreement. Solely for the This insurance does not apply to: purposes of liability assumed by a. Knowing Violation Of Rights Of Another you in an "insured contract", reasonable attorneys' fees and "Personal and advertising injury" necessary litigation expenses caused by or at the direction of the incurred by or for a party other insured with the knowledge that the than an insured will be deemed to act would violate the rights of be damages because of "personal another and would inflict "personal injury", provided that: and advertising injury". CG T1 00 02 19 © 2017 The Travelers Indemnity µ Risk M&T7WIh12dDMsian Company. All rights reserved. J_% Fig REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi ,.. --� Risk K4anagement Analyst COMMERCIAL GENERAL LIABILITY (a) Liability to such party for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and (h) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. Breach Of Contract "Advertising injury" arising out of a breach of contract. g. Quality Or Performance Of Goods — Failure To Conform To Statements "Advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". I. Intellectual Property "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7) Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury" arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" caused by an offense committed by an insured whose business is: (1) Advertising, "broadcasting" or publishing; (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.0), (2) and (3) of the definition of "personal injury". For the purposes of this exclusion: (1) Creating and producing corres- pondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and arising out of an or bulletin board owns, or over exercises control. advertising injury" electronic chatroom the insured hosts or which the insured I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e- mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. RMwagzmentDMsian 0 Fide Page 8 of 23 © 2017 The Travelers Indemnity Company. All rights reserved. �_ig REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi ,.., --� Risk janagement Analyst COMMERCIAL GENERAL LIABILITY n. Pollution —Related asbestos fibers or products Any loss, cost or expense arising out containing asbestos, provided that the "personal and advertising of any: injury" is caused or contributed to (1) Request, demand, order or by the hazardous properties of statutory or regulatory requirement asbestos. that any insured or others test (2) "Personal and advertising injury" for, monitor, clean up, remove, contain, treat, detoxify or arising out of the actual or neutralize, or in any way respond alleged presence or actual, alleged or threatened dispersal of any to, or assess the effects of, or solid, liquid, gaseous or thermal pollutants"; irritant or contaminant, including (2) Claim or suit by or on behalf of smoke, vapors, soot, fumes, acids, any governmental authority or any alkalis, chemicals and waste, and other person or organization that are part of any claim or because of testing for, monitoring, "suit" which also alleges any cleaning up, removing, containing, "personal and advertising injury" treating, detoxifying or neutraliz- described in Paragraph (1) above. ing, or in any way responding to, or assessing the effects of, (3) Any loss, cost or expense arising "pollutants". out of any: o. War (a) Request, demand, order or statutory or regulatory require - "Personal and advertising injury" ment that any insured or arising out of: others test for, monitor, clean (1) War, including undeclared or civil up, remove, contain, treat, detoxify or neutralize, or in war; any way respond to, or assess (2) Warlike action by a military force, the effects of, asbestos, including action in hindering or asbestos fibers or products defending against an actual or containing asbestos; or expected attack, by any (b) Claim or suit by or on behalf government, sovereign or other of any governmental authority authority using military personnel or any other person or or other agents; or organization because of testing (3) Insurrection, rebellion, revolution, for, monitoring, cleaning up, usurped power, or action taken by removing, containing, treating, governmental authority in hinder- detoxifying or neutralizing, or ing or defending against any of in any way responding to, or these. assessing the effects of, asbestos, asbestos fibers or p. Unsolicited Communication products containing asbestos. "Personal and advertising injury" s. Employment —Related Practices arising out of any actual or alleged "Personal injury" to: violation of any law that restricts or prohibits the sending, transmitting or (1) A person arising out of any: distributing of "unsolicited com- munication". (a) Refusal to employ that person; q. Access Or Disclosure Of Confidential Or (b) Termination of that person's Personal Information employment; or "Personal and advertising injury" (C) Employment -related practice, arising out of any access to or policy, act or omission, such disclosure of any person's or as coercion, demotion, organization's confidential or personal evaluation, reassignment, dis- information. cipline, failure to promote or advance, harassment, humiliation, r. Asbestos discrimination, libel, slander, (1) "Personal and advertising injury" violation of the person's right arising out of the actual or of privacy, malicious pro - secution or false arrest, alleged presence or actual, alleged or threatened dispersal of asbestos, detention or imprisonment applied to or directed at that CG T1 00 02 19 © 2017 The Travelers Indemnity Company. u" cF ILLi3RMwag'mentDlVIBIOR All rights reserved. k (REVIEWED&APPROVED BY. - �40 Includes copyrighted material of Insurance Services Office, Inc. with its permi .; --� Risk Pjanagement Analyst COMMERCIAL GENERAL LIABILITY person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury" to that person at whom any of the employment -related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury". COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory" and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products —Completed Operations Hazard Included within the "products - completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual Ride ]Wwagzment Division Page 10 of 23 © 2017 The Travelers Indemnity Company. All rights reserved. �40 Fig REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi ' ., . ° , Rt fjanagement Analyst COMMERCIAL GENERAL LIABILITY loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. 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" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (C) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I - Coverages - Coverage A - Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I - Coverages - Coverage B - Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury", "property damage" or "personal injury", and will not reduce the limits of insurance. 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, settlements or medical expenses; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION If — 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. RAMwagzmentDi sign CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. �e% Fg fdEvlEvveD&APPROVED Br: Includes copyrighted material of Insurance Services Office, Inc. with its permi " ' �" P, ° " Rusk K4anagement Analyst COMMERCIAL GENERAL LIABILITY 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 stock- holders 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. 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 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 "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 Paragraph (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. Unless you are in the business or occupation of providing professional health care services, Paragraphs (1)(a), (b), (c) and (d) above do not apply to "bodily injury" arising out of providing or failing to provide first aid or "Good Samaritan services" by any of your "employees" or "volunteer workers", other than an employed or volunteer doctor. Any such "employees" or "volunteer workers" providing or failing to provide first aid or "Good Samaritan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. (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. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. C. 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. Page 12 of 23 © 2017 The Travelers Indemnity Company. All rights Includes copyrighted material of Insurance Services Office, Inc. W,, sF Risk Mwag merdDi sign reserved. �40 & REVIEWED & APPROVED BY. - with its permi 1 --� Wsk Pjanagement Analyst COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, a. Is "bodily injury" or "property damage" but only with respect to duties as that occurs, or is "personal and such. That representative will have all advertising injury" caused by an your rights and duties under this offense that is committed, subsequent Coverage Part. to the signing of that contract or e. Any person or organization that, with agreement; and your express or implied consent, b. Arises out of the ownership, either uses or is responsible for the maintenance or use of that part of use of a watercraft that you do not any premises leased to you. own that is: The insurance provided to such premises (1) 50 feet long or less; and owner, manager or lessor is subject to (2) Not being used to carry any person the following provisions: or property for a charge. a. The limits of insurance provided to 3. Any organization you newly acquire or such premises owner, manager or lessor will be the minimum limits form, other than a partnership, joint that you agreed to provide in the venture or limited liability company, and written contract or agreement, or the of which you are the sole owner or in limits shown in the Declarations, which you maintain an ownership interest whichever are less. of more than 50%, will qualify as a Named Insured if there is no other b. The insurance provided to such similar insurance available to that premises owner, manager or lessor organization. However: does not apply to: a. Coverage under this provision is (1) Any "bodily injury" or "property afforded only until the 180th day damage" that occurs, or "personal after you acquire or form the and advertising injury" caused by organization or the end of the policy an offense that is committed, period, whichever is earlier; after you cease to be a tenant in b. Coverage A does not apply to "bodily that premises; or injury" or "property damage" that (2) Structural alterations, new con - occurred before you acquired or struction or demolition operations formed the organization; and performed by or on behalf of C. Coverage B does not apply to such premises owner, manager orlessor. "personal and advertising injury" arising out of an offense committed 5. Any person or organization that is an before you acquired or formed the equipment lessor and that you have organization. agreed in a written contract or For the purposes of Paragraph 1. of agreement to include as an additional insured on this Coverage Part is an Section II - Who Is An Insured, each insured, but only with respect to liability such organization will be deemed to be for "bodilyinjur "property designated in the Declarations as: or ersonl and adver is iurry" that: P 9 injury" a. An organization, other than a a. Is "bodi ly injur or partnership, joint venture or limited damage" that occurs, or is "personal liability company; or and advertising injury" caused by an b. A trust; offense that is committed, subsequent to the signing of that contract or as indicated in its name or the agreement; and documents that govern its structure. b. Is caused, in whole or in part, by 4. Any person or organization that is a your acts or omissions in the premises owner, manager or lessor and maintenance, operation or use of that you have agreed in a written equipment leased to you by such contract or agreement to include as an equipment lessor. additional insured on this Coverage Part is an insured, but only with respect to The insurance provided to such liability for "bodily injury", "property equipment lessor is subject to the damage" or "personal and advertising following provisions: injury" that: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to CO T1 00 02 19 © 2017 The Travelers Indemnity µ ILLi3RMwag'med Di siun Company. All rights reserved. Fig REVIEWED & APPROVED BY. - Includes copyrighted material of Insurance �40 Services Office, Inc. with its permi ,.. --� RFsk K4anagement Analyst COMMERCIAL GENERAL LIABILITY provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after the equipment lease expires. No person or organization is 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. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section II - Who Is An Insured. a. Damages under Coverage A; and b. Medical expenses under Coverage C; because of all "bodily injury" and "property damage" arising out of any one "occurrence". For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions committed in providing or failing to provide first aid or "Good Samaritan services" to any one person will be deemed to be one "occurrence". 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: SECTION III — LIMITS OF INSURANCE a. The amount shown for the Damage 1. The Limits of Insurance shown in the To Premises Rented To You Limit in Declarations and the rules below fix the the Declarations of this Coverage most we will pay regardless of the Part; or number of: b. $300,000 if no amount is shown for a. Insureds; the Damage To Premises Rented To You Limit in the Declarations of this b. Claims made or "suits" brought; or Coverage Part. C. Persons or organizations making 7. Subject to Paragraph 5. above, the claims or bringing "suits". Medical Expense Limit is the most we 2. The General Aggregate Limit is the most will pay under Coverage C for all we will pay for the sum of: medical expenses because of 'bodily injury" sustained by any one person. a. Medical expenses under Coverage C; The Limits of Insurance of this Coverage b. Damages under Coverage A, except Part apply separately to each consecutive damages because of "bodily injury" annual period and to any remaining period or "property damage" included in the of less than 12 months, starting with the "products -completed operations hazard"; beginning of the policy period shown in the and Declarations, unless the policy period is extended after issuance for an additional C. Damages under Coverage B. period of less than 12 months. In that case, 3. The Products -Completed Operations the additional period will be deemed part of Aggregate Limit is the most we will pay the last preceding period for purposes of determining the Limits of Insurance. under Coverage A for damages because of "bodily injury" and "property SECTION IV — COMMERCIAL GENERAL LIABILITY damage" included in the "products- CONDITIONS completed operations hazard". 1. Bankruptcy 4. Subject to Paragraph 2. above, the Personal And Advertising Injury Limit is Bankruptcy or insolvency of the insured the most we will pay under Coverage B or of the insured's estate will not for the sum of all damages because of relieve us of our obligations under this all "personal injury" and "advertising Coverage Part. injury" sustained by any one person or 2. Duties In The Event Of Occurrence, Offense, organization. Claim Or Suit 5. Subject to Paragraph 2. or 3. above, a. You must see to it that we are whichever applies, the Each Occurrence notified as soon as practicable of an Limit is the most we will pay for the "occurrence" or an offense which sum of: may result in a claim. To the extent possible, notice should include: Page 14 Of 23 © 2017 The Travelers Indemnity µ ILLi3RMwag'med Di isiun Company. All rights reserved. Fig REVIEWED & APPROVED BY. - Includes copyrighted material of Insurance �40 Services Office, Inc. with its permi --� RFsk janagement Analyst COMMERCIAL GENERAL LIABILITY (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (1) Immediately record the specifics (2) If you are a partnership, joint of the claim or "suit" and the venture, limited liability company date received; and or trust, and none of your (2) Notify us as soon as practicable. partners, joint venture members, managers or trustees are You must see to it that we receive individuals, notice to us of such written notice of the claim or "suit" "occurrence" or offense must be as soon as practicable. given as soon as practicable only after the "occurrence" or offense c. You and any other involved insured is known by: must: (a) Any individual who is: (1) Immediately send us copies of any demands, notices, summonses (1) A partner or member of any or legal papers received in partnership or joint venture; connection with the claim or "suit"; (II) A manager of any limited liability company; (2) Authorize us to obtain records and (I II) An executive officer or other information; director of any other (3) Cooperate with us in the organization; or investigation or settlement of the (Iv) A trustee of any trust; claim or defense against the "suit"; and that is your partner, joint (4) Assist us, upon our request, in the venture member, manager or trustee; or enforcement of any right against any person or organization which (b) Any employee authorized by may be liable to the insured such partnership, joint venture, because of injury or damage to limited liability company, trust which this insurance may also or other organization to give apply. notice of an "occurrence" or d. No insured will, except at that offense. insured's own cost, voluntarily make (3) Notice to us of such "occurrence" a payment, assume any obligation, or or offense will be deemed to be incur any expense, other than for first given as soon as practicable if it aid, without our consent. is given in good faith as soon as e. The following provisions apply to practicable to your workers' compensation insurer. This applies Paragraph a. above, but only for only if you subsequently give purposes of the insurance provided notice to us of the "occurrence" under this Coverage Part to you or or offense as soon as practicable any insured listed in Paragraph 1. or after any of the persons described 2. of Section II - Who Is An Insured: in Paragraph e.(1) or (2) above (1) Notice to us of such "occurrence" discovers that the "occurrence" or or offense must be given as soon offense may result in sums to as practicable only after the which the insurance provided "occurrence" or offense is known under this Coverage Part may to you (if you are an individual), apply. any of your partners or members who is an individual (if you are a CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All µ ILLi3RMwag'mentDlVIBIOR rights reserved. Fig (REVIEWED&APPROVED BY. - �_% Includes copyrighted material of Insurance Services Office, Inc. with its permi I,.. --� RFsk janagement Analyst COMMERCIAL GENERAL LIABILITY However, if this policy includes an pil)Any risk retention group, or endorsement that provides limited coverage for "bodily injury" or (iv) Any self-insurance method or program, "property damage" or pollution costs in which case the insured will be arising out of a discharge, release or deemed to be the provider of other escape of "pollutants" which contains insurance. a requirement that the discharge, Other insurance does not include release or escape of "pollutants" umbrella insurance, or excess insurance, must be reported to us within a that was bought specifically to apply in specific number of days after its excess of the Limits of Insurance shown abrupt commencement, this Paragraph in the Declarations of this Coverage Part. e. does not affect that requirement. 3. Legal Action Against US As used anywhere in this Coverage Part, 9 9 other insurer means a provider of other No person or organization has a right insurance. As used in Paragraph c. below, under this Coverage Part: insurer means a provider of insurance. a. To join us as a party or otherwise a. Primary Insurance bring us into a "suit" asking for This insurance is primary except when damages from an insured; or Paragraph b. below applies. If this b. To sue us on this Coverage Part insurance is primary, our obligations unless all of its terms have been are not affected unless any of the fully complied with. other insurance is also primary. Then, we will share with all that other A person or organization may sue us to insurance by the method described in recover on an agreed settlement or on a Paragraph c. below, except when final judgment against an insured; but we Paragraph d, below applies. will not be liable for damages that are not payable under the terms of this b. Excess Insurance Coverage Part or that are in excess of the applicable limit of insurance. An (1) This insurance is excess over: agreed settlement means a settlement (a) Any of the other insurance, and release of liability signed by us, the whether primary, excess, insured, and the claimant or the contingent or on any other basis: claimant's legal representative. (i) That is Fire, Extended 4. Other Insurance Coverage, Builder's Risk, If valid and collectible other insurance is Installation Risk or similar available to the insured for a loss we coverage for your work"; cover under Coverages A or B of this 00 That is insurance for Coverage Part, our obligations are "premises damage"; limited as described in Paragraphs a. and b. below. (iii) If the loss arises out of the maintenance or use of As used anywhere in this Coverage Part, aircraft, "autos" or watercraft other insurance means insurance, or the to the extent not subject to funding of losses, that is provided by, any exclusion in this through or on behalf of: Coverage Part that applies (i) Another insurance company; to aircraft, "autos" or watercraft; (ii) Us or any of our affiliated insurance (iv) That is insurance available companies, except when the Non cumulation of Each Occurrence Limit to a premises owner, provision of Paragraph 5. of Section manager or lessor that qualifies as an insured III - Limits Of Insurance or the Non under Paragraph 4. of cumulation of Personal and Section II - Who Is An Advertising Injury Limit provision of Insured, except when Paragraph 4. of Section III - Limits of Paragraph d. below applies; Insurance applies because the Amendment - Non Cumulation Of or Each Occurrence Limit Of Liability (v) That is insurance available And Non Cumulation Of Personal And to an equipment lessor that Advertising Injury Limit endorsement qualifies as an insured is included in this policy; under Paragraph 5. of Section Page 16 of 23 0 2017 The Travelers Indemnity Company. All rights Includes copyrighted material of Insurance Services Office, Inc. amgzment Division reserved. Risk M �_% F o REVIEWED & APPROVED BY. - with its perm'i ." , ° " Wsk Pjanagement Analyst COMMERCIAL GENERAL LIABILITY II - Who Is An Insured, d. Primary And Non —Contributory Insurance except when Paragraph d. If Required By Written Contract below applies. If you specifically agree in a written (b) Any of the other insurance, contract or agreement that the whether primary, excess, insurance afforded to an insured contingent or on any other under this Coverage Part must apply basis, that is available to the on a primary basis, or a primary and insured when the insured is an non-contributory basis, this insurance additional insured, or is any is primary to other insurance that is other insured that does not available to such insured which qualify as a named insured, covers such insured as a named under such other insurance. insured, and we will not share with (2) When this insurance is excess, that other insurance, provided that: we will have no duty under Coverages (1) The "bodily injury" or "property A or B to defend the insured damage" for which coverage is against any "suit" if any other sought occurs; and insurer has a duty to defend the insured against that "suit". If no (2) The "personal and advertising other insurer defends, we will injury" for which coverage is undertake to do so, but we will sought caused by an offense be entitled to the insured's rights that is committed; against all those other insurers. subsequent to the signing of that (3) When this insurance is excess contract or agreement by you. over other insurance, we will pay 5. Premium Audit only our share of the amount of the loss, if any, that exceeds the a. We will compute all premiums for this sum of: Coverage Part in accordance with our rules and rates. (a) The total amount that all such other insurance would pay for b. Premium shown in this Coverage Part the loss in the absence of this as advance premium is a deposit insurance; and premium only. At the close of each audit period we will compute the (b) The total of all deductible and earned premium for that period and self -insured amounts under all send notice to the first Named that other insurance. Insured. The due date for audit and (4) We will share the remaining loss, retrospective premiums is the date if any, with any other insurance shown as the due date on the bill. If that is not described in this the sum of the advance and audit Excess Insurance provision and premiums paid for the policy period was not bought specifically to is greater than the earned premium, apply in excess of the Limits we will return the excess to the first of Insurance shown in the Named Insured. Declarations of this Coverage Part. c. The first Named Insured must keep c. Method Of Sharing records of the information we need for premium computation, and send If all of the other insurance permits us copies at such times as we may contribution by equal shares, we will request. follow this method also. Under this 6. Representations approach each insurer contributes equal amounts until it has paid its By accepting this policy, you agree: applicable limit of insurance or none of the loss remains, whichever comes a. The statements in the Declarations first. are accurate and complete; If any of the other insurance does b. Those statements are based upon not permit contribution by equal representations you made to us; and shares, we will contribute by limits. c, We have issued this policy in reliance Under this method, each insurer's share is based on the ratio of its upon your representations. applicable limit of insurance to the total applicable limits of insurance of all insurers. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights Includes copyrighted material of Insurance Services Office, Inc. Ride MwagzmentDMsian reserved. }40 Fro IRElAEWED & APPROVED BY. - with its permi .. ,. ° " h` --� Rusk K4anagement Analyst COMMERCIAL GENERAL LIABILITY The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 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 If the insured has rights to recover all or part of any payment 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. 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 a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your goods, products or services for the purposes of attracting customers or supporters is considered an advertisement. 2. "Advertising injury": a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organ- ization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a, above. 3. "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". 4. "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. Ride Managzment DiAsian Page 18 Of 23 © 2017 The Travelers Indemnity Company. All rights reserved. �40 Fig IREVAEWED & APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi ," ,. ' " Rusk K4anagement Analyst COMMERCIAL GENERAL LIABILITY 5. "Broadcasting" means transmitting any 9. "Executive officer" means a person audio or visual material for any purpose: holding any of the officer positions a. By radio or television; or created by your charter, constitution, bylaws or any other similar governing b. In, by or with any other electronic document. means of communication, such as the 10. "Good Samaritan services" means any Internet, if that material is part of: emergency medical services for which no (1) Radio or television programming compensation is demanded or received. being transmitted; 11. "Hostile fire" means a fire which (2) Other entertainment, educational, becomes uncontrollable or breaks out instructional, music or news from where it was intended to be. programming being transmitted; or 12. "Impaired property" means tangible (3) Advertising transmitted with any property, other than "your product" or of such programming. "your work", that cannot be used or is less useful because: 6. "Coverage territory" means: a. It incorporates "your product" or a. The United States of America "your work" that is known or thought (including its territories and to be defective, deficient, inadequate possessions), Puerto Rico and Canada; or dangerous; or b. International waters or airspace, but b. You have failed to fulfill the terms only if the injury or damage occurs of a contract or agreement; in the course of travel or transportation between any places if such property can be restored to use included in Paragraph a. above; or by the repair, replacement, adjustment or removal of "your product" or "your C. All other parts of the world if the work" or your fulfilling the terms of the injury or damage arises out of: contract or agreement. (1) Goods or products made or sold 13. "Insured contract" means: by you in the territory described in Paragraph a. above; a. A contract for a lease of premises. However, that portion of the contract (2) The activities of a person whose for a lease of premises that home is in the territory described indemnifies any person or in Paragraph a. above, but is away organization for "premises damage" for a short time on your business; is not an "insured contract"; or b. A sidetrack agreement; (3) "Personal and advertising injury" C. Any easement or license agreement, offenses that take place through except in connection with the Internet or similar electronic construction or demolition operations means of communication; on or within 50 feet of a railroad; provided the insured's responsibility to "suit" d. obligation, as required by pay damages is determined in a or ordinanceto indemnify a on the merits in the territory described municipality, except in connection in Paragraph a. above, or in a settlement with work for a municipality; we agree to. 7. "Electronic data" means information, e• An elevator maintenance agreement; facts or programs stored as or on, f. That part of any other contract or created or used on, or transmitted to or agreement pertaining to your business from computer software (including (including an indemnification of a systems and applications software), hard municipality in connection with work or floppy disks, CD-ROMs, tapes, drives, performed for a municipality) under cells, data processing devices or any which you assume the tort liability of other media which are used with another party to pay for "bodily electronically controlled equipment. injury", "property damage" or 8. "Employee" includes a "leased worker". "personal injury" to a third person or "Employee" does not include a organization. Tort liability means a "temporary worker". liability that would be imposed by law in the absence of any contract or agreement. µ ILLi3RMwag'med DiAsiun CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Fig REVIEWED & APPROVED BY. - Includes copyrighted material of Insurance �40 Services Office, Inc. with its permi , . ' --� Risk Management Analyst COMMERCIAL GENERAL LIABILITY Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury" or "property damage" arising out of con- struction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph. (2) above and supervisory,. inspection, architectural or engineering activities. 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; C. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self- propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment; or 14. "Leased worker" means a person leased f 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". 15. "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". (2) Cherry pickers and similar devices used to raise or lower workers; Vehicles not described in Paragraph a., b., C. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (C) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment. RJA Mw agzment Divis ian Page 20 of 23 © 2017 The Travelers Indemnity Company. All rights reserved. }40?µ F& (REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its perm'i „ ' -- P Risk K4anagement Analyst COMMERCIAL GENERAL LIABILITY However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. Such land vehicles are considered "autos". 17. "Occurrence" means: a. An accident, including continuous or repeated exposure to substantially the same general harmful conditions; or b. An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 18. "Personal and advertising injury" means "personal injury" or "advertising injury". 19. "Personal injury": a. Means injury, other than "advertising injury", caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents of such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section - Coverage A - Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by: (1) Rupture, bursting, or operation of pressure relief devices; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water; or (5) Oral or written publication, (3) Explosion of steam boilers, steam including publication by electronic pipes, steam engines or steam means, of material that: turbines. (a) Appropriates a person's name, 22. "Products -completed operations hazard": voice, photograph or likeness; or a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and Ride Management Diviaian CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. }40 Fk (REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi i --� Risk Pjanagement Analyst COMMERCIAL GENERAL LIABILITY 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. 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, or any of the premises, goods, products, services or work, of any person or organization, other than you. 25. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: RAMwagzmentDivisian Page 22 of 23 © 2017 The Travelers Indemnity Company. All rights reserved. }40 Fk (REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi --� Risk K4anagement Analyst COMMERCIAL GENERAL LIABILITY (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, perfor- mance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. C. Does not include vending machines or other property rented to or located for the use of others but not sold. 31. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Ride Mw agzment DiAs ian CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. �_% F& REVAEWED & APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi --� Risk Pjanagement Analyst COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following is added to the Paragraph A.1.c., Who Is An Insured, of SECTION II — COVERED AUTOS LIABILITY COVERAGE: Any person or organization who is required under a written contract or agreement between you and that person or organization, that is signed and executed by you before the "bodily injury" or "property damage" ..: occurs and that is in effect during the policy period, to be named as an additional insured is an "insured" for Covered Autos Liability Coverage, but only for dam- ages to which this insurance applies and only to the extent that person or organization qualifies as an "in- sured" under the Who Is An Insured provision con- tained in SECTION II. CA T4 37 02 15 ® 2015 The Travelers Indemnity Company. All rights reserved. µop RiskManaganentOivisian Includes copyrighted material of Insurance Services Office, Inc. with its permission. ��% F g REVIEWED & APPROVED BY: --� Risk Pjanagement Analyst COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following:, AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM The following replaces Paragraph A.5., Transfer of required of you by a written contract executed Rights Of Recovery Against Others To Us, of the prior to any "accident" or "loss", provided that the CONDITIONS Section: "accident" or "loss" arises out of the operations 5. Transfer Of Rights Of Recovery Against Oth- contemplated by such contract. The waiver ap- ers To Us plies only to the person or organization desig- We waive any right of recovery we may have nated in such contract. against any person or organization to the extent CA T3 40 02 15 © 2015 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission µow NCF Is:AManagzmedDivisian Jy/ ,'q REVIEWED & APPROVED SY.- . V"° --� Risk janagement Analyst CYBERFIRST THIS INSURANCE PROVIDES CLAIMS -MADE COVERAGE. DEFENSE EXPENSES WILL BE APPLIED AGAINST THE RETENTION, DEFENSE EXPENSES ARE PAYABLE WITHIN AND ARE NOT IN ADDITION TO THE LIMITS, OF INSURANCE. PAYMENT OF DEFENSE EXPENSES WILL REDUCER AND MAY EXHAUST, THE LIMITS OF INSURANCE. PLEASE READ THE ENTIRE FORM CAREFULLY. Various provisions in this coverage form restrict coverage. Your CyberFirst General Provisions Form also contains provisions that apply to this form, including provisions explaining who is insured under this form and the limits of insurance and retention that apply to the insurance provided under this form. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the CyberFirst Declarations, and any other person or organization qualifying as a Named Insured under this policy. The words "first Named Insured" refer to the Named Insured listed first in Item 1. of the CyberFirst Declarations. The words "we", "us" and "our" refer to the company providing this insurance. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured in your CyberFirst General Provisions Form. The words "policy period" mean the Policy Period for the CyberFirst Network And Information Security Liability Coverage Form shown in the CyberFirst Declarations. Other words and phrases that appear in quotation marks have special meaning. Refer to Section II - Definitions in this form and Section VII - Definitions in your CyberFirst General Provisions Form. SECTION I — NETWORK AND INFORMATION SECURITY LIABILITY COVERAGE 1. Insuring Agreement The amount we will pay for "damages" and "defense expenses" is limited as described in Section III - Limits Of Insurance in your CyberFirst General Provisions Form. a. We will pay those sums that the insured becomes legally obligated to pay as "damages" because of loss to which this insurance applies that exceed the applicable retention, only if: (1) The loss is caused by a "network and information security wrongful act" committed anywhere in the world; (2) The "network and information security wrongful act" was committed on or after the Network And Information Security Retroactive Date shown in the CyberFirst Declarations and before the end of the policy period; and (3) A "claim" or "suit" that seeks "damages" because of the loss is first made or brought against any insured, in accordance with Paragraph d. below, during the policy period or any Extended Reporting Period we provide under Section VI - Extended Reporting Periods in your CyberFirst General Provisions Form. b. Each "network and information security wrongful act" in a series of "related" "network and information security wrongful acts" will be deemed to have been committed on the date the first "network and information security wrongful act" in that series is committed. C. If no Network And Information Security Retroactive Date is shown in the CyberFirst Declarations, the Network And Information Security Retroactive Date will be deemed to be the first day of the policy period. d. A "claim" or "suit" that seeks "damages" will be deemed to have been first made or brought at the earlier of the following times: (1) When any "described authorized person" first receives written PR T1 03 01 17 © 2016 The Travelers Indemnity Company. All Includes copyrighted material of Insurance Services Office, RJA Mwagzment Division rights reserved. �40 F,oq REvlEweD&APPROVED BY.- Inc. with its permi �" P, VX* vd Rusk Pjanagement Analyst CYBERFIRST notice of such "claim" or "suit"; or (2) When we first receive written notice: (a) Of such "claim" or "suit"; or (b) From any insured of a specific "network and information security wrongful act" that caused the loss which resulted in such "claim" or "suit". All "claims" or "suits" that seek "damages" because of loss caused by the same "network and information security wrongful act" or "related" "network and information security wrongful acts" will be deemed to have been first made or brought at the time the first of those "claims" or "suits" is made or brought against any insured. e. A "claim" or "suit" that seeks "damages" will be deemed to have been first made or brought at the time we receive written notice from any insured of a specific "network and information security wrongful act" only if that notice contains all of the following information: (1) How, when and where the "network and information security wrongful act" was committed; (2) A description of what happened; (3) A description of what "damages" may result; (4) The identity of the person or organization that may make a "claim" or bring a "suit"; and (5) The identity of each insured that committed the "network and information security wrongful act". Notice to us that: (1) All or part of one or more of any insured's acts or omissions may in the future be discovered to be a "network and information security wrongful act"; or (2) Any insured may in the future receive written notice of a "network and information security wrongful act", "claim" or "suit"; is not notice of a specific "network and information security wrongful act". 2. Exclusions coverage provided under this form. These exclusions apply in addition to the exclusions in Paragraphs 2. and 3. of Section I - Coverage in your CyberFirst General Provisions Form. This insurance does not apply to: a. Bodily Injury Loss arising out of physical harm, including sickness or disease, sustained by a person. b. Claims Or Suits By Insureds Against Insureds Loss for which a "claim" is made or "suit" is brought by or on behalf of any current or former insured against any current or former insured. This exclusion does not apply to any "claim" made or "suit" brought by: (1) Any person or organization that: (a) Is an insured under Paragraph 5. of Section II - Who Is An Insured in your CyberFirst General Provisions Form; or (b) Has been added as an additional insured by attachment of an endorsement under this policy; or (2) Your current or former "employee" for failure to prevent unauthorized access to, or use of, data containing private or confidential information of such "employee", but only if such "employee" did not commit or participate in the failure to prevent such unauthorized access or use. c. Expected Or Intended Failure To Provide Access Loss arising out of any failure to provide access to your web -site or "your computer or communications network" that was expected or intended by the insured. This exclusion does not apply if the failure to provide access occurred because you suspended your web -site or "your computer or communications network" to mitigate loss arising out of: (1) A "computer virus" that infected your web -site or "your computer or communications network": (2) A "denial of service attack"; or The following exclusions apply to the (3) An unauthorized breach of your RMwagzment Division Page 2 of 4 © 2016 The Travelers Indemnity Company. All rights reserved. }40 Fideig (REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance Services Office, Inc. with its permi , ,. ° R-- -R Risk fjanagement Analyst CYBERFIRST web -site or "your computer or communications network" that prevented "authorized users" from accessing such web -site, or 3 computer or communications net- work. d. Intellectual Property Loss arising out of any actual or alleged infringement or violation of any of the following rights or laws: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trade secret; (6) Trademark; or (7) Other intellectual property rights or laws. e. Internet Service Interruption Loss arising out of an Internet service interruption or failure. This exclusion does not apply if such interruption or failure was caused by you. f. Privacy Related Loss arising out of disclosure or use of material that: (1) Appropriates a person's name, voice, photograph or likeness; or (2) Unreasonably places a person in a false light. or computer operating system or related network. "Denial of service attack" means an intentional attack on a web -site or a computer or communications network for the purpose of nuisance, sabotage or malicious tampering that has the effect of: a. Depleting system resources available through the Internet to "authorized users" of your web -site or "your computer or communications network"; or b. Impeding access of "authorized users" to your web -site or "your computer or communications net- work". 4. "Identity information" means any of the following information concerning a person: a. Nonpublic personal information as defined in the Gramm -Leach Bliley Act of 1999, or any of its amendments, or any regulation issued pursuant to such Act; b. Medical or health care information, including protected health information as defined in the Health Insurance Portability and Accountability Act of 1996, or any of its amendments, or any regulation issued pursuant to such Act; c. Personal information that is protected from unauthorized access or acquisition under any other local, state, federal or foreign law or regulation; or g. Property Damage d. A driver's license or state identification number; social security Loss arising out of physical damage number; unpublished telephone to tangible property of others, number; or credit, debit or charge including all resulting loss of use of card number, or other financial that property. account number and any security For the purposes of this insurance, code, access code, password or PIN number associated with such credit, data, including information, facts or debit or charge card number or other programs in any electronic or other financial account number. format, is not tangible property. SECTION II —DEFINITIONS 5. "Identity information provision" means "privacy any provision in your policy" 1. "Authorized user" includes your that: customer, supplier or supporter. a. Prevents or prohibits wrongful or 2. "Computer virus" means malicious code improper collection of "identity that is introduced through your web -site information"; or "your computer or communications b. Requires notice to a person of the network". Once introduced, such code collection or use of "identity may destroy, alter, contaminate or information"; degrade the integrity, quality or performance of data of any computer C. Provides a person the ability to application software, computer network, agree to or withhold permission for y ILLi3R µ Mwag'm2Ylt DMsiun PR T1 03 01 17 © 2016 The Travelers Indemnity Company. All rights reserved. Fig REVIEWED & APPROVED BY. - Includes copyrighted material of Insurance }40 Services Office, Inc. with its permi --� WA K4anagement Analyst CYBERFIRST the collection or use of "identity d. Failure to provide notification of any information"; actual or potential unauthorized d. Prohibits or restricts the disclosing, access to, or use of, data containing sharing or selling of "identity private or confidential information of "security information"; others as required by any breach notification law" that applies e. Requires the correction of incomplete to you. or inaccurate "identity information" e. Failure to comply with any "identity after such request is made to you; or information provision" in your L Mandates procedures and require- "privacy policy". ments to prevent the loss of identity information". 7, "Privacy policy" means any publicly available written document that sets 6. "Network and information security forth your policies, standards, or wrongful act" means any of the procedures for the collection, use and following committed by or on behalf of disclosure of "identity information". an insured in the conduct of your business: 8. "Security breach notification law" means any law or regulation that requires an a. Failure to prevent the transmission of organization to notify persons that their a "computer virus". nonpublic personal information was or may have been accessed or acquired b. Failure to provide any "authorized without their authorization. user" of your web -site or "your computer or communications net- 9• "Your computer or communications work" with access to such web -site network" means any computer or or such computer or com-munications communications network that you: network. a. Rent, lease, license or borrow from C. Failure to prevent unauthorized access others; or to, or use of, data containing private b. Own or operate. or confidential information of others, including such data which is stored, maintained or processed on an insured's behalf pursuant to a written contract or agreement. µ Risk Mwag'merr DiMsiuR Page 4 of 4 © 2016 The Travelers Indemnity Company. All rights reserved. N& (REVIEWED&APPROVED BY. - Includes copyrighted material of Insurance �_% Services Office, Inc. with its permi , ' �" P, ° " `� --� Rusk Pjanagement Analyst TRAVELERS WORKERS COMPENSATION AND ONE TOWER SQUARE HARTFORD, CT 06183 EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 00 03 13 (00)-01 POLICY NUMBER: (UB8J755123) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. ew cF RAMwagementDMsian ke/ \'x REVIEWED & APPROVED BY. - DATE OF ISSUE: 1-2-21 STASSIGN: IFM'r., v --� Risk Pjanagement Analyst