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HomeMy WebLinkAboutE SOURCE COMPANIES, LLC (4)INSURANCE ON FILE WORK MAY PROCEED A-2024-133 UNTI INS&NCE EXPIRES ocus gip on7T, ppe ID: 8DB22FEB-26C94AA8-92E8-033D22A87DE7 1. I LI T'L07�C CITY Clh% 2 g 1p24 DATE! D-. pWAC2-) C vi �- i r AGREEMENT WITH E SOURCE COMPANIES, LLC TO PROVIDE AMR IMPLEMENTATION SUPPORT SERVICES FOR THE CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 20th day of August, 2024 by and between E Source Companies, LLC ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws ("City"). of the State of California RECITALS A. On June 25, 2024, the City issued Request for Proposals No. 24-085 ("RFP"), by which it sought a Consultant to provide Automated Metering Infrastructure (AMD Implementation Support Services for the Public Works Agency Water Resources Division, including but not limited to project management, software integration, data management, and performance analysis. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in the RFP. C. In undertaking the performance of this Agreement, Consultant represents that it i knowledgeable in its field and that any services perfor, sis med by Consultant under th Agreement will be performed in compliance with such standards as may reasonably is expected from a professional consulting'firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the patties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services described in the scope of work that was included in the RFP, and as more specifically delineated in Consultants proposal, which are collectively attached as Exhibit A — Scope of Work and incorporated herein by reference. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B . Compensation. The total amount to be expended during the term of this Agreement under the RFP shall not exceed Four Hundred Fifty Thousand Dollars and Zero Cents ($450,000), including any extension periods exercised under Section 3. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Consultant agree that all payments due and owing under this Agreement shall be made Page 1 of 9 Docusign Envelope ID: BDB22FEB-28e9-4AA8-92E8-033D22A87DE7 through Automated Clearing House (ACH) transfers. Consultant agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Consultant's account(s) with financial institutions, Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on 20a` day of August, 2024 and terminate on December 31, 2027, with the option for the City to grant up to one 2-year extension (through December 31, 2029) exercisable by a writing by the City Manager and City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the senviccs to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP Or MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the, subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data, Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreemenrt, Consultant shall maintain and shall require any subcontractors to obtain and maintain in as described Page 2 of 9 Docuslgn Bnvelope ID: BD1522FEB-26C9.4AA8-92a8-933D22A87DE7 below for the entire Terns of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to the City. Total cost of insurance shall be borate by Consultant. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 in the aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Consultant does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, 3. Workers' Compensation: insurance as required by the State of California, with statutory limits, and Lmployers' Liability insurance with a limit of no less than$1,000,000 per accident, policy or employee for bodily injury or disease. Coverage is not required if Consultant has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate. If Consultant maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be made available to the City. Other Insurance Provisions The above required insurance policies are to contain, or be endorsed to contain, the following provisions: L City, its City Council, officers, officials, employees, agents, and volunteers are to be covered as additional insureds under Consultant's CGL, Professional Liability, and Automobile Liabilitypolicies withrespect to any liability arising outof work or operations performed by or on behalf of Consultant including materials, parts, equipment, and personnel furnished in connection with such work or operations, 2. Consultant's Insurance company(ios) agrees to waive all rights of subrogation against the City, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of any policy which arise from work performed by Page 3 of 9 DocusWn Envelope ID: aDB22FEB-28e9=4AA8.92E8-933D22A371)E7 Consultant under this Agreement, 3. For any claims related to this contract, Consultant's insurance coverage shall be primary and any insurance maintained, by City, its city Council, its officers, officials, employees, agents or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, enduring that Consultant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability, 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or materially changed except after thirty (30) days prior written notice has been given to the City. Ten (10) days prior written notice shall be provided to the City for policy cancellation or non -renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, Executive Director, 20 Civic Center Plaza, M-21, Santa Ana, CA 92701. The name and location of project must be indicated in the Description of Operations section of each certificate. Self -Insured Retentions Self -insured retentions must be declared to and approved by City, The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than AXIi, unless otherwise acceptable to CITY. Verification of Coverage Consultant shall fiunish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Consultant's obligation to provide them. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances, 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) forporsonal Page 4 of 9 Docusign Envelope ID: 8DB22FEB-2609-4AA8-92EM33D22A87DE7 i4l.ury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section I of this Agreement; and (2) fiom any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason Of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant farther agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstandingthe foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be perfoxmed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement, All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably urrderstood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential information" shall include all Page 5 of 9 Docuslgn Envelope ID: SDB22FEB-26C9.4AA8-92E8.033D22A87DE7 nonpublic information. Confidential information hicludes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations ofnon-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultaant without an obligation of confidentiality; (d) is required to be disclosed by Opal ation of law; or i is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to tlris Page 6 of 9 Docuslgn Envelope ID: BDB22FEB-26C9-4AA8-92E8-033D22A87DE7 Agreement performed by City personnel or by other Consultants retained by City. 15, TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in sueb case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet We standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contahred in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed the party waiving the breach, failure, right or remedy. No waiver of any by breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement sball be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 18, PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies, Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by Page 7 of 9 Docuslgn Envelope ID: 8DB22FEB-28C9-4AA8-92EM33D22A87DE7 first class or certified mail, postage prepaid, or sent by fax or other telegraphic comrntraication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Worlcs Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: E Source Companies, LLC Attn: Dave Porotti CEO 3020 Carbon Place, Suite 300 Boulder, CO 80301 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or oertifled, with postage prepaid, and addressed as set forth above. ff sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the tranamisaiott report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. C. Ali Exhibits referenced herein and attached hereto shall be incorporated as if fully Page 8 of 9 Docusign Envelope ID: 8DB22FEB-26C9.4AA8-92E8-033D22A87DE7 set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jemufer H City C APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney - Lx Andrea Garcia -Miller Assistant City Attorney RECOMMENDED FOR APPROVAL: Digitally signed by Nabil Nabil SabaDatea@4.O9.U512.41.47 Nabil Saba, PE Executive Director Public Works Agency CITY OF S TA AN varo Nunez City Manager E Source Companies, LLC Past, Pwafh Name: Dave Perotti Title: CEO Page 9 of 9 Docuslgn Envelope ID; 8DH22FEH-26C9-4AA8-92EB.033D22A87DE7 II XMBIT A SCOPE OF SERVICES Docusign Envelope ID: 8DB22FEB-26C9-4AA8-92E8-033D22A87DE7 SCOPE OF WORK INTRODUCTION AND BACKGROUND The City of Santa Ana is located in the County of Orange in Southern California. The City encompasses 27.2 square miles and a population over 343,000 people. The City of Santa Ana Public Works Agency — Water Resources Division oversees and maintains the daily operations of the Water System and Sanitary Sewer System. The City of Santa Ana's water system has an average day demand of about 43 MG with approximately 45,500 metered service connections. The City is currently in the process of implementing Automated Metering Infrastructure (AMI) for all of its metered water service connections. Communications equipment has been installed and the installation of meters is ongoing. However, the City of Santa Ana Public Works Agency desires to engage professional firms to provide additional support for the project in the areas of project management, systems integration and data analysis, and quality assurance field inspection services. The primary emphasis will be assisting City staff with testing data and system functionality to validate that the delivered systems can support the City's daily business and user requirements. Specifications for the project can be found in the agreement with the project's prime contractor here: httos://Dublicdocs santa- ana.orq/WebLink/DocView.asox?id=125140&searchid=ac4e8f00 1d6c 476a ba09 cde533ca092c&dbid=1. Existing knowledge of the Sensus Regional Network Interface (RNI), enQuesta Customer Interface System (CIS), and SmartWorks Compass Meter Data Management (MDM) system is required. CONTRACTOR RESPONSIBILITIES The Consultant shall provide all labor, materials, services, and equipment necessary for the completion of the work entailed herein. All work shall be in accordance with applicable trade practices, workmanship, meet warranties and shall conform to all applicable laws, codes and regulations. Business hours are considered from 7:00 A.M. to 5:00 P.M. (Monday through Friday). Any time outside of business hours of operation may be considered after hours/weekends. All work will be scheduled upon confirmation of scope and cost and completed within the time agreed upon for each specific item of work. The Consultant may not begin work before receiving a written Notice to Proceed by the City's Project Manager. All services, equipment and materials provided by the Consultant must be in accordance with all applicable Federal, State and local regulations, laws, and codes. DESCRIPTION OF WORK The consultant will be expected to develop a work plan in order to provide support in the following areas: 1. Project Management. City of Santa Ana - RFP 24-085 AMI Implementation Support Services Page 13 of 32 Docusign Envelope ID: 8DB22FEB-26C9-4AAB-92E8-033D22A87DE7 a. Support City staff in managing overall scope of work by prime contractor and subcontractors to ensure that all project tasks are executed, and provide advice and recommendations on how to address project -specific issues that may arise; b. Conduct weekly status meetings with City staff and contractors/vendors for overall project and/or systems integration performance and pmgress. 2. System Testing. a. Coordinate with vendors to ensure configuration of systems are delivered and working to specifications; 3. Reporting. a. Review daily reports to ensure communication systems are responsive; b. Investigate and/or recommend actions for City or contractor to take to make corrections. 4. Validation of Reads. a. Review and analyze daily reporting data to ensure validity of reads received. 5. Quality Assurance and Field Inspection Services. a. Perform in -field installation quality audits of meter installations, including checking for post -installation leaks; b. Perform data quality audits using installation contractor's work order management software to verify meters are installed correctly. CITY RESPONSIBILITIES The City will provide access to the information in its possession and systems/software platforms relevant to the preparation of the required information in the RFP. Selected consultant is expected to perform a substantial review of the project's schedule and milestones to -date, and be familiar with all software platforms and data sources being utilized. The use of Subcontractors is allowed, but will require approval by City prior to start of any assigned work. When a Subcontractor performs all or any part of the work, a markup shall be applied to the Subcontractors actual cost of such work. The Contractor may add a markup of 10 percent on the first $5,000 of the subcontracted portion of the extra work and a markup of 5 percent on work added in excess of $5,000 of the subcontracted portion of the work may be added by the Contractor. ---End of SCOPE OF WORK Section.— City of Santa Ana - RFP 24-085 AMI Implementation Support Services Page 14 of 32 Docusign Envelope to: 8DB22FEB-26C9-4AA8-92E8-033D22A87DE7 ESOURCE PROPOSALT00W OFSANFAANA FORAM IMPLEMENTATION SUPPORT SERVICES Understanding of Scope of Services E Source has had the pleasure of working with the team at Santa Ana on your AMI project. We have supported your team on the tasks that you have requested in your RFP and that are outlined below in our scope of work. We have established a positive and productive working relationship with your vendor partners, including AquaMetric, Xylem (Sensus), Harris SmartWorks, Systems & Software, and Concord Utility Services (Concord). We have extensive working knowledge of Santa Ana's entire AM system, including RNI headend, Sensus Analytics, Compass MDMS, enQuesta CIS, and Peak Workflow Work Order Management system (WOMS). Task 1: Project Management One of the primary factors that distinguish successful AM projects is the quality of the overall project management. In the E Source model, based on the Project Management Institute's (PMI's) PMBOK® and Agile methodologies, our Project Manager (PM) works very closely with Santa Ana's PM and the project team using proven process, methodologies, and templates to produce a robust, flexible implementation approach. We are very experienced in helping a combined vendor and utility team execute successfully to the project baseline. Tara Turch, the E Source PM, will be responsible for supporting the activities listed in Table 1. Our PM will manage vendor performance, risk management, items of concern, and open action items. These items will be managed regularly and will be consistently tracked. Table 1. E Source Project Management Activities SOURCE• Scope Ensure the project plans outline ail of the work required to complete the project successfully and Management that the client and vendors avoid scope creep. Scope management consists of initiation, scope tannin , scope definition, scope verification and scope than a control. Change Ensure a formal change control process is in place to control changes to the baseline project plan Management and SOW throughout the project lifecycle. Cost Ensure the project is completed within the approved budget Cost management consists of Management resource planning, cost estimating, cost budgeting, and cost control. Quality Ensure the project will satisfy the needs for which it was undertaken. Quality management consists Management of quality planning, quality assurance, and quality control. Reporting Ensure timely &appropriate generation, collection, distribution, and storage of project information. Management Handle communications planning, performance reporting, and administrative closure. Schedule Ensure timely project completion. Time management consists of activity definition, sequencing, and Management duration estimating, as well as schedule development and control. Vendor Ensure vendors are completing their contractual scope of work on schedule and within budget Management I Coordinate with technical resources as necessary to ensure verification of technical deliverables. Resource Ensure qualified resources are available and properly prepared to perform each task. Identify Management project resourcing needs and coordinate with the appropriate organizations to meet them. Risk & Issue Ensure risk is identified, analyzed, and responded to appropriately based on probability and impact Management in accordance with the risk management plan. Once a risk is realized, transition it to a pre -defined issue tracking and resolution process. E Docusign Envelope ID: 8DB22FEB-26C9-4AA8-92E8-033D22A87DE7 ESOURCE PROPOSAL TO CITY OFSANTAANAFORAMI IMPLEMENTAMONSUPPORTSMMCES The E Source PM will host a kickoff meeting with E Source and Santa Ana staff following award of the contract to conduct introductions, discuss the scope of services and the implementation process. The E Source PM will assist the City in managing the overall scope of work by the prime vendor and subcontractors to ensure that all tasks are executed and provide advisory support and recommendations on how to address project specific issues that may arise. We will conduct weekly status meetings with City staff and vendor partners to monitor overall project and systems integration and testing performance and progress. As part of our services, E Source will also closely monitor Santa Ana's readiness to take ownership of all tasks and activities to support the AMI system following system acceptance and stabilization. We will collaborate with the Santa Ana PM over the life of the project to assess and ensure that our level of support by task meets your needs. In the event that your needs change, we will work with you to adjust accordingly. DELIVERABLES — Weekly status meetings with City staff and contractors/vendors — Weekly integration and testing status reports — Maintain AMI implementation schedule Task 2: System Testing Support A graduated, thorough, and robust test program is needed for an AMI project, and E Source has implemented hundreds of successful integrated technology testing programs for our clients. Our testing approach minimizes your risk by providing early validation of the technologies in steps, so that any problems are identified early and corrected. All discovered defects are formally logged, managed, and resolved as appropriate until acceptance is achieved. We produce test plans that exercise the functionality of systems that must interface to meet business, technical, functional, integration, performance, and any other specrFied requirements. Should issues be identified during the testing process, we are ready and able to work with each vendor partner and development teams to resolve those issues. We follow a corrective action process that ensures the problem is documented, root -cause determined, corrective and preventive actions are taken, and retesting is performed to verify that the problem has been resolved. Understanding where Santa Ana is at in the testing process based on our previous experience working with your team, we will focus on finalizing the following testing element: ■ User Acceptance and Business Process Testing — This testing verifies that the correct information flows through for a particular business process, including both automated and manual business processes. It is the final gate and ensures that the system functions and is aligned with requirements and processes that are used operationally. In this testing, a single trigger can initiate data transfers between multiple source and destination systems. It is the most comprehensive test of the complete set of business processes and maximizes to the extent possible the real -world use of Santa Ana's integrated systems. Test cases are executed by Santa Ana users of the systems on a day-by-day basis with direct support from E Source resources. Docusign Envelope ID: BDB22FEB-28C9-4AA8-92EB-033D22AB7DE7 ESOORCE PROPOSAL TO CITY OFSANTAANA FORAMI IMPLEMENTATION SLPPORT SERVICES E Source will coordinate the testing effort between the team at Santa Ana and the vendors. The end result is to ensure configuration of systems are delivered and working to Santa Ana's requirements and specifications. DELIVERABLES - Weekly remote testing and troubleshooting meetings - On -demand troubleshooting support - Weekly integration meetings with vendor partners - Test plans and results documentation for all Santa Ana -owned tests Task 3: Reporting The high volume of data produced by an AMI system can greatly enhance overall utility operations, but only if that data is properly monitored, managed, and utilized. The AMI system introduces a new variety of data sets such as consumption data, events, alerts, and various system exceptions. From previous work that E Source has performed for Santa Ana, a plan to manage and utilize the data from these new systems has been developed to ensure accuracy and completeness for billing and all other reporting functions. New or updated reports and notifications generated from this plan will inform Santa Ana of possible leaks, tampering, backflow, CIS -to -field mismatches, etc., but the data must be interpreted and acted upon appropriately to realize the maximum benefits. E Source will review daily reports to ensure all communication systems are responsive and functioning within expected levels. Our team will investigate issues that arise, recommend actions to take, and work directly with City staff and/or vendor partner to address these issues through to resolution. In addition, E Source will continue to guide Santa Ana through the implementation of the data management plan and provide on-the-job coaching. E Source will provide focused, hands-on support for staff responsible for data quality management and exception handling. With this hands-on approach, Santa Ana staff will more quickly grow familiar with their respective duties and how to troubleshoot and remediate exceptions. After this period, E Source will work with the Santa Ana team to refine and tailor the data management plan and assist in the development of written materials that will become organizational process assets for current and new staff to leverage. DELIVERABLES - Data management coaching materials (*.doc or *.xlsx) - Updated Data Management Plan (*.xlsx) Task 4: Validation of Reads In conjunction with the activities detailed in Task 3: Reporting, E Source also will review and analyze daily reporting data to ensure the validity of meter reads received as system implementation continues. E Source will produce exception reports for investigation by Santa Ana and will assist Santa Ana and your vendor partners in troubleshooting and issue resolution. E Source will factor this activity into the updates to the data management plan, on-the-job coaching, and coaching materials detailed in Task 3. E Docusign Envelope ID; 8DB22FE6-26C9-4AA8-92E8-033D22A87DE7 E SOURCE PROPoSALTO CRY OF SAMAANA FOR AMI IMPLEMEMA7ION SUPPoRr SERVICES Task 5: Quality Assurance and Field Inspection Services The AMI project involves the installation of thousands of properly configured meters and meter interface units (MI Us) as well as the careful coordination of the materials, labor, and data. To accomplish this scope, E Source has expertise in deployment planning and oversight to ensure the AMI meters and communications equipment are installed correctly and efficiently with minimum disruption to existing Santa Ana systems and business processes. E Source personnel have decades of experience working closely with AMI and Meter Installation Vendor (MIV) contractors and utility crews through interactive workshops to present and refine the business processes, construction, and labor standards necessary for effective meter and MIU installation. We also have specific experience with meter installation at Santa Ana and understand the specific needs within your community. E Source presents industry best practices for the planning and installation of meters/MIUs and have worked with Santa Ana's project team to tailor these processes to the speck requirements and standards of the City. Additionally, this implementation and planning effort includes identifying and documenting installation, construction, and customer contact standards. E Source has and will continue to provide advice and consulting to the City to leverage lessons learned on similar scale meter and endpoint deployment projects in North America. E Source will: • Perform in -field installation quality audits of meter installations performed by Concord, including checking for post -installation leaks and overall workmanship. • Track and report to the City and Concord any meter and/or MIU related exceptions encountered during installation quality audits. • Perform data quality audits using Concord's Peak Workflow WOMS to verify meters and MIUs are installed correctly. • Review and advise the City on the progress of installations and volume of rework / Return to Utility (RTU). • Address any potential disagreements that may arise between vendor partners and/or the City on responsibility for issues identified. DELIVERABLES — Inspection reports on verification of MIV work in the field Docuslgn Envelope 10: 3DB22FEB-26C0-4AA8-92E&033D22A670E7 F,XmI1' B COMPENSATION Docusign Envelope ID: 8DB22FEB-26C94AA8-92E8-033D22A87DE7 E SOURCE FEE PROPOSAL TO Cm OF SANTAANA FOR AMI IMPLEMENTATION SUPPORT SERVICES Fee Schedule E Source has developed the fee for services based on experience with several similar projects and understanding of the level of effort desired by Santa Ana. This fee includes all services and deliverables described herein. E Source will invoice Santa Ana monthly and will work with the Santa Ana project manager to establish an agreed upon payment schedule. Travel and incidentals will be billed monthly at actual cost. Table 1. AMI Implementation Support Services Fee AMI Implementation Support Services Task ID Task Hours Fee Expenses Total Task 1- Project Management 212 $ 59,760 $ 9,250 $ 69,010 Task 2 - Testing Support 80 $ 19,200 $ 3,700 $ 22,900 Task 3 - Reporting 432 $ 108,720 $ 3,700 $ 112,420 Task 4- Validation ofReads 144 $ 36,240 $ - $ 36,240 Task 5 - Quality Assurance and Field Inspection Services 384 $ 96,000 $ 22,200 $ 118,200 $ 358,770 Total 1,252 $ 319,920 $38,850 Table 2. Hourly Rates $300.00 7-7- $290.00 $280.00 $270.00 Executiveent Executive Consultant $280.00 Principal Consultant $270.00 Senior Consultant $260.00 Consultant $250.00 Associate Consultant $210.00 E Source can adjust our proposed scope of work and our level of effort to provide more or less support to match the needs of Santa Ana. We will also collaborate with the Santa Ana PM over the life of the project to assess and ensure that our level of support by task meets the needs of Santa Ana. In the event that your needs change, we will work with you to adjust accordingly. E Docusign Envelope ID: 8DB22FEB-26C9-4AA8-92E8-033D22A87DE7 E SOURCE FEE PROPOSAL TO CRY OF SANTAANA FOR AMI IMPLEMENTATION SUPPORT SERVICES Reimbursable Expenses Travel expenses will be submitted for reimbursement on an actual and reasonable basis. There is no markup on these direct costs, and E Source does not charge for time spent traveling. We will seek to minimize expenses using government contractor rates and teleconferences whenever possible. Assumptions The following assumptions apply to this proposal: ■ E Source's fee to implement this Scope of Work is based on the timely start and timely completion of each proposed task as outlined in the project schedule provided. If the duration for any proposed task exceeds the duration outlined in the proposed schedule, E Source may need to develop a change order in accordance with the additional services required to complete the task(s). ■ Deliverable documents will be in Microsoft Office, including MS -Word, PowerPoint, Excel, MS - Project, Visio, or Adobe PDF. ■ The Utility's management will coordinate and consolidate all Utility comments on draft document deliverables to provide a single redline for E Source to make updates to the final document deliverables. ■ The Utility will provide E Source with working space, network connections, infrastructure, administrative support, and other services and materials reasonably required to perform Project work while onsite at City offices, if requested. ■ Utility personnel will support workshops and meetings as needed. Taxes These rates and estimates are exclusive of taxes. The taxes relating to applicable services are the sole responsibility of the City of Santa Ana. Billing and Payment Terms E Source will invoice the utility on a monthly basis for actual labor and expenses incurred on the required tasks. Payment terms are net thirty (30) days. Unless otherwise agreed to, E Source reserves the right to charge one and one-half (1.5%) percent per month, or the maximum rate permitted by law, whichever is greater, on any balance remaining unpaid after thirty (30) days. Proposal Terms and Conditions Terms of this proposal remain valid for 90 days from date of submittal. E Source reserves the right to negotiate any terms and conditions of the written agreement relating to this SOW. E CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 6/25/2024 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 endo sempRi _ _ • L _ 1 1 • _ 1 1 _ PRODUCER Aingie NAME uTE IS3RBN Insurance SerPHONE RB E Wacker S r a 312-856- o ac No:312-856-9425 Chicago IL 60601 nooalESS ibs i r n con C NAIC# INSUREF a: H. Aford FireInsurance Co. 19682 INSURED OURCE-01 INSUR' <B: TrU .. lJ GDV7120 E Source CompaniAocievea. --. - la'.0 . . 9424 3020CarbonPlaceINSL',ERC: Boulder CO 83301 IN' JRER D: Hartford Insurance Grou SURER E: Un nvr art at a 15792 _ INSURER F: SCO da M E 41297 COVERAGES CERTIFICATE NUMBER: 5637646z2 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 SUBR POUCYNUMBER POLICY EFF MMIDDIYYYY POLICY EXP MWDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y B3 UUN AH0533 6/14/2024 6/14/2025 EACH OCCURRENCE $1,000,000 CLAIMS --MADE 1XI OCCUR DAMAGE TO RENTED PREMISES Eaocru.. $300.000 MED EXP (Any one person) $10,000 PERSONAL S ADV INJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $2,000,000 GEN'L X POLICY D JET LOC PRODUCTS-COMP/OP AGO $2.000,000 $ OTHER: B AUTOMOBILE LIABILITY 83UENBG3L2R 6/14/2024 6/14/2025 COMBINED SINGLE LIMIT Ea accident $1,000,000 BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE Par accident $ 8 C X UMBRELLALIAB OCCUR 83RHUAH0632 6/14/2024 6/14/2025 EACH OCCURRENCE $5,000,000 N AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ $ D WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN Y 13WEBG31-3G 6/14/2D24 6/14/2025 X STATUTE ERH E.L. EACH ACCIDENT $1,000,000 ANYPROPRIETOR/PARTNEWEXECUTIVE N OFFICERIMEMBER EXCLUDED? N/A E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory In NH) IT yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 E TechnoloW/Professional Liability APT1172524 6/14/2024 6/14/2025 Each ClaiMAggregate 5000000 each F Ezcess Cybedrech E 80 EKS3528861 6/14/2024 6/14/2025 Each Claim 5000000 each DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES ACORD RIM. Additional Remarks Schedule, may be attached it more space is required) City of Santa Ana, The City, its officers, employees, agents, volunteers & representatives are listed as additional insured on primary and non-contributory basis with respect to the General Liability as required by written contract or agreement. Waiver of Subrogation applies in favor of additional insured with respect to the General Liability and Workers Compensation as required by written contract or agreement. 30 Days Notice of Cancellation applies. Umbrella Liability follows the GL. Auto Liability and Workers Comp. City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Ana CA 92701 ACORD 25 (2016103) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DEUVERED IN ACCORDANCE WITH THE POLICY PRC AUTHORIZED REPRESENTATIVE ©1988-2015 AC( The ACORD name and logo are registered marks of ACORD RekMmagmedDluI Risk Managemen[Spe6 POLICY NUMBER: 83 UUN AH0533 COMMERCIAL GENERAL LIABILITY COVERAGE FORM 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 stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section II — Who Is An Insured. Other words and phrases that appear in quotation marks have 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 ends when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "bodily injury" and "property damage" only if: HG 00 01 09 16 (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" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section II — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage" or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice And Good Samaritan Coverage "Bodily injury" arising out of the rendering of or failure to render the following health care services by any "c worker" shall be dee "� tnknt�.gonotowr� "occurrence" for: ItenEv�n&avraov®ar w) A+Fl�w Risk Management Spedalist © 2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Medical, surgical, dental, laboratory, x- ray or nursing services or treatment, advice or instruction, or the related furnishing of food or beverages; (b) Any health or therapeutic service, treatment, advice or instruction; or (c) The furnishing or dispensing of drugs or medical, dental, or surgical supplies or appliances; or (2) First aid services, which include: (a) Cardiopulmonary resuscitation, whether performed manually or with a defibrillator; or (b) Services performed as a Good Samaritan. For the purpose of determining the limits of insurance, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". However, this Incidental Medical Malpractice And Good Samaritan Coverage provision applies only if you are not engaged in the business or occupation of providing any of the services described in this provision. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "Bodily injury" or "property damage" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) That the insured would have in the absence of the contract or agreement; or (2) Assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage", provided: (a) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (b) Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in: (a) The supervision, hiring, employment, training or monitoring of others by that insured; or (b) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol; if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is described in Paragraph (1), (2) or (3) above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of and in the course g�w ieknfiuProiAsim RtvI 1 '' �1 Risk Management Spedalist 00 Page 2 of 21 HG 00 0109 16 (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury" or "property damage" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to, any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (1) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) 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 performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (1) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (ill) "Bodily injury" or "property damage" arising out from a "ho (e) At or from location on H contractors o ry%. eav p:' RiskMmagemmtDivision Rege &APPRQ BY: j Aar A Risk Management SpeaAst 01 HIS 00 01 09 16 Page 3 of 21 directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. 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) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of "mobile equipment" if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. L War "Bodily injury" or "property damage", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hinde any of these. R1skMvug&nOtto&61un 3 : � RwA & APPRO Sr. Damage To Propert A Acwala "Property damage"t( ''• RukManagement ipeoAnt 00 Page 4 of 21 HG 00 0109 16 (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 "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" arising from the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at the job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 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"; if such product, work, or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. o. Personal And Advertising Injury "Bodily injury' arising out of "personal and advertising injury". p. Access or Disclosure Of Confidential Or Personal Information And Data -related Liability Damages arising out of: (1) Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) The loss of, loss of use of, damage to, corruption of, inability to manipt This exclusion appli claimed for noti monitoring expensf Aiek M¢noganmt DiAsion RtVI SAPPRQVBJBr. Risk Management Spedakst HG 00 01 09 16 Page 5 of 21 HG 00 01 09 16 Page 5 of 21 public relations expenses or any other loss, assess the effects of an "asbestos cost or expense incurred by you or others hazard"; or arising out of that which is described in (c) Arise out of any claim or suit for Paragraph (1) or (2) above. damages because of testing for, However, unless Paragraph (1) above monitoring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because of "bodily injury". detoxifying or neutralizing or in any As used in this exclusion, electronic data way responding to or assessing the means information, facts or programs stored effects of an "asbestos hazard". as or on, created or used on, or transmitted to s. Recording And Distribution Of Material Or or from computer software, including systems Information In Violation Of Law and applications software, hard or floppy "Bodily injury" or "property damage" arising disks, CD-ROMS, tapes, drives, cells, data directly or indirectly out of any action or processing devices or any other media which omission that violates or is alleged to violate: are used with electronically controlled equipment. (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or q. Employment -Related Practices addition to such law; "Bodily injury" to: (2) The CAN-SPAM Act of 2003, including (1) A person arising out of any "employment— any amendment of or addition to such law; related practices"; or (3) The Fair Credit Reporting Act (FCRA), and (2) The spouse, child, parent, brother or sister any amendment of or addition to such law, of that person as a consequence of "bodily including the Fair and Accurate Credit injury" to that person at whom any Transaction Act (FACTA); or "employment -related practices" are (4) Any federal, state or local statute, directed. ordinance or regulation, other than the This exclusion applies: TCPA or CAN-SPAM Act of 2003 or FCRA (1) Whether the injury -causing event and their amendments and additions, that described in the definition of "employment- addresses, prohibits or limits the printing, related practices" occurs before dissemination, disposal, collecting, employment, during employment or after recording, sending, transmitting, employment of that person; communicating or distribution of material or information. (2) Whether the insured may be liable as an employer or in any other capacity; and Damage To Premises Rented To You — Exception For Damage By Fire, Lightning Or (3) To any obligation to share damages with Explosion or repay someone else who must pay damages because of the injury. Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to r. Asbestos premises while rented to you or temporarily (1) "Bodily injury" or "property damage" occupied by you with permission of the owner. A arising out of the "asbestos hazard". separate limit of insurance applies to this (2) Any damages, judgments, settlements, coverage as described in Section III — Limits Of loss, costs or expenses that: Insurance. (a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or suit alleging actual or INJURY LIABILITY threatened injury or damage of any 1. Insuring Agreement nature or kind to persons or property a. We will pay those sums that the insured which would not have occurred in becomes legally obligated to pay as damages whole or in part but for the "asbestos because of "personal and advertising injury" hazard"; to which this insurance applies. We will have (b) Arise out of any request, demand, the right and duty to defend the insured order or statutory or regulatory against any "suit" seeking those damages. requirement that any insured or others However, we will have no duty to defend the test for, monitor, clean up, remove, insured against anyn+RmgemwoMat� encapsulate, contain, treat, detoxify or neutralize or in any way respond to or for "personal and ac " ,�% ItFvE &APPROV®BC this insurance does i Aa /luvr�fo a R6k Management Spedi ist Page 6 of 21 HG 00 01 09 16 discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments — Coverages A and B. b. This insurance applies to "personal and advertising injury" caused by an offense arising out of your business but only if the offense was committed in the "coverage territory" during the policy period. 2. Exclusions This insurance does not apply to: a. Knowing Violation Of Rights Of Another "Personal and advertising injury" arising out of an offense committed by, at the direction or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Prior To Policy Period "Personal and advertising injury" arising out of oral, written or electronic publication, in any manner, of material whose first publication took place before the beginning of the policy period. d. Criminal Acts "Personal and advertising injury" arising out of a criminal act committed by or at the direction of the insured. e. Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement. f. Breach Of Contract "Personal and advertising injury" arising out of a breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement". g. Quality Or Performance Of Goods — Failure To Conform To Statements "Personal and advertising injury" arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". h. Wrong Description Of Prices "Personal and advertising injury" arising out of the wrong description of the price of goods, products or services. 1. Infringement Of Intellectual Property Rights (1) "Personal and advertising injury" arising out of any actual or alleged infringement or violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, trade dress, service mark or other designation of origin or authenticity; or (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury" committed by an insured whose business is: (1) Advertising, broadcasting, publishing or telecasting; (2) Designing or determining content of web sites for others; or (3) An Internet search, access, content or service provider. However, this excle Paragraphs a., b. a "personal and adve Definitions Section. tildMomga�wtDkldpn Renemeo 6 APPRtTI® By: Risk Management Specialist 01 HG 00 01 09 16 Page 7 of 21 For the purposes of this exclusion, the placing "Personal and advertising injury" arising out of frames, borders or links, or advertising, for of: you or others anywhere on the Internet, is not (1) An "advertisement" for others on your web by itself, considered the business of site; advertising, broadcasting, publishing or telecasting. (2) Placing a link to a web site of others on your web site; k. Electronic Chatrooms Or Bulletin Boards (3) Content, including information, sounds, "Personal and advertising injury" arising out of text, graphics, or images from a web site an electronic chatroom or bulletin board the of others displayed within a frame or insured hosts, owns, or over which the border on your web site; or insured exercises control. (4) Computer code, software or programming I. Unauthorized Use Of Another's Name Or used to enable: Product (a) Your web site; or "Personal and advertising injury" arising out of the unauthorized use of another's name or (b) The presentation or functionality of an product in your e-mail address, domain name "advertisement" or other content on or metatags, or any other similar tactics to your web site. mislead another's potential customers. q. Right Of Privacy Created By Statute m. Pollution "Personal and advertising injury" arising out of "Personal and advertising injury" arising out of the violation of a person's right of privacy the actual, alleged or threatened discharge, created by any state or federal act. dispersal, seepage, migration, release or However, this exclusion does not apply to escape of "pollutants" at any time. liability for damages that the insured would n. Pollution -Related have in the absence of such state or federal act. Any loss, cost or expense arising out of any: r. Violation Of Anti -Trust law (1) Request, demand, order or statutory or regulatory requirement that any insured or "Personal and advertising injuryarising out of others test for, monitor, clean up, remove, a violation of any anti-trust law. contain, treat, detoxify or neutralize, or in s. Securities any way respond to, or assess the effects "Personal and advertising injury" arising out of of, "pollutants"; or the fluctuation in price or value of any stocks, (2) Claim or suit by or on behalf of a bonds or other securities. governmental authority for damages t. Recording And Distribution Of Material Or because of testing for, monitoring, Information In Violation Of Law cleaning up, removing, containing, treating, detoxifying or neutralizing, or in "Personal and advertising injury" arising any way responding to, or assessing the directly or indirectly out of any action or effects of, "pollutants". omission that violates or is alleged to violate: o. War (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or "Personal and advertising injury", however addition to such law; caused, arising, directly or indirectly, out of: (2) The CAN-SPAM Act of 2003, including (1) War, including undeclared or civil war; any amendment of or addition to such law; (2) Warlike action by a military force, including (3) The Fair Credit Reporting Act (FCRA), and action in hindering or defending against an any amendment of or addition to such law, actual or expected attack, by any including the Fair and Accurate Credit government, sovereign or other authority Transaction Act (FACTA); or using military personnel or other agents; (4) Any federal, state or local statute, or ordinance or regulation, other than the (3) Insurrection, rebellion, revolution, usurped TCPA or CAN-SPAM Act of 2003 or FCRA power, or action taken by governmental and their amendments and additions, that authority in hindering or defending against addresses, prohi+h^ ^• ^*i^^ any of these. dissemination, p. Internet Advertisements And Content Of Others recording, s' communicating c �. Risk MrougawLLDRiel f&vlEvrtn&gvPrtav®Br r: ; A+�+flcw4la or information. MWE R6k Management Specialist Page 8 of 21 HG 00 01 09 16 u. Employment -Related Practices information or any other type of nonpublic "Personal and advertising injury" to: information. (1) A person arising out of any "employment— This exclusion applies even if damages are related practices"; or claimed for notification costs, credit monitoring expenses, forensic expenses, (2) The spouse, child, parent, brother or sister public relations expenses or any other loss, of that person as a consequence of cost or expense incurred by you or others "personal and advertising injury" to that arising out of any access to or disclosure of person at whom any "employment -related any person's or organization's confidential or practices" are directed. personal information. This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury -causing event 1. Insuring Agreement described in the definition of "employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an (2) On ways next to premises you own or employer or in any other capacity; and rent; or (3) To any obligation to share damages with (3) Because of your operations; or repay someone else who must pay damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the "asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss, costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b) Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and assess the effects of an "asbestos (3) Necessary ambulance, hospital, hazard"; or professional nursing and funeral services. (c) Arise out of any claim or suit for 2. Exclusions damages because of testing for, monitoring, cleaning up, removing, We will not pay expenses for "bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except "volunteer workers". way responding to or assessing the effects of an "asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured._ _ "Personal and advertising injury" arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that nart of nremises organization's confidential or personal you own or rent tl information, including patents, trade secrets, occupies. processing methods, customer lists, financial information, credit card information, health d. Workers CompensE To a person, whethe x^� t& Risk Moteganerac bim RtmEwED&APPROAVEDBY. � �• I1L�YeI� Risk Management Spedalirt HG 00 01 09 16 Page 9 of 21 any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. f. Products -Completed Operations Hazard Included within the "products -completed operations hazard". g. Coverage A Exclusions Excluded under Coverage A. SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $1,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, such costs do not include attorneys' fees, attorneys' expenses, witness or expert fees, or any other expenses of a party taxed to the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: a. The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract'; b. This insurance applies to such liability assumed by the insured; c. The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; d. The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit'; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverage A — Bodily Iniury And Prooertv Damage Liability, suct deemed to be damage "property damage" and of insurance. o..h k Rtwi�&A tov®er: ' Rak Management Spetialist 01 Page 10 of 21 HG 00 01 09 16 Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: a. We have used up the applicable limit of insurance in the payment of judgments or settlements; or b. The conditions set forth above, or the terms of the agreement described in Paragraph f. above, are no longer met. SECTION II — WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co -"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (1)(b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services: (a) Subparagraphs (1)(a), (1)(b) and (1)(c) above do not apply to any "employee" or "volunteer worker" providing first aid services; and (b) Subparagraph (1)(d) above does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that Drooertv: and (2) Until your legal appointed. d. Legal Representatit Your legal represent RMe Mmwgenott D[vlefan 4. 4 "411, �. Rfsk Management SpetlAist 01 HG 00 01 09 16 Page 11 of 21 with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Unnamed Subsidiary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of the Coverage Part. The insurance afforded herein for any subsidiary not named in this Coverage Part as a named insured does not apply to injury or damage with respect to which such insured is also a named insured under another policy or would be a named insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The following person(s) or organization(s) are an additional insured when you have agreed, in a written contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement. A person or organization is an additional insured under this provision only for that period of time required by the contract or agreement. However, no such person or organization is an insured under this provision if such person or organization is included as an insured by an endorsement issued by us and made a part of this Coverage Part. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to adjustments, vendor has ac ,� ��', MakMoagenadMalan REMME &APPRov®er. - Risk Management Specialist 01 Page 12 of 21 HG 00 0109 16 undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Sub- paragraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person(s) or organization(s) from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). (2) With respect to the insurance afforded to these additional insureds this insurance does not apply to any "occurrence" which takes place after the equipment lease expires. c. Lessors Of Land Or Premises Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. With respect to the insurance afforded these additional insureds the following additional exclusions apply: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to lease that land; or 2. Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In connection with your premises; or (2) In the performance of your ongoing operations performed by you or on your behalf. With respect to the insurance afforded these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. e. Permits Issued By State Or Political Subdivisions Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. With respect to the insurance afforded these additional insureds, this insurance does not apply to: (1) "Bodily injury", "personal and a out of operations or municipality; of v lOekMvisgnnel+tDMS[an NI I�; REVIEWED&APPRON®BY: A. "441 Risk Management Specialist 01 HG 00 01 09 16 Page 13 of 21 (2) "Bodily injury" or "property damage" included within the "products -completed operations hazard". f. Any Other Party Any other person or organization who is not an additional insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations; (2) In connection with your premises owned by or rented to you; or (3) In connection with "your work" and included within the "products -completed operations hazard", but only if (a) The written contract or agreement requires you to provide such coverage to such additional insured; and (b) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". However: (1) The insurance afforded to such additional insured only applies to the extent permitted by law; and (2) If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional services by or for you. The limits of insurance that apply to additional insureds is described in Section III — Limits Of Insurance. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. SECTION III — LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. General Aggregate Limit The General Aggregate Limit is the most we will pay for the sum of: a. Medical expenses under Coverage C; b. Damages under Coverage A, except damages because of "bodily injury" or "property damage" included in the "products - completed operations hazard'; and c. Damages under Coverage B. 3. Products -Completed Operations Aggregate Limit The Products -Completed Operations Aggregate Limit is the most we will pay under Coverage A for damages because of "bodily injury" and "property damage" included in the "products - completed operations hazard". 4. Personal And Advertising Injury Limit Subject to 2. above, the Personal and Advertising Injury Limit is the most we will pay under Coverage B for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization. 5. Each Occurrence Limit Subject to 2. or 3. abov Each Occurrence Limit i the sum of: a. Damages under Cov p Risk M"aganattDmsi on RenE &APPRov®Br: � `® Risk Management Spedalist 01 Page 14 of 21 HG 00 0109 16 b. Medical expenses under Coverage C because of all "bodily injury" and "property damage" arising out of any one "occurrence". 6. Damage To Premises Rented To You Limit Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 7. Medical Expense Limit Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury" sustained by any one person. 8. How Limits Apply To Additional Insureds If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: a. The limits of insurance specified in the written contract or written agreement; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insureds Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additir-1 i^ "oa ^ f �„t,..,lr such claim or "suit" defense and indemn However, this provis extent that you ha Risk Mewganmeixvfetmt RpmE &APPRovm By: '® R6k Management Speaalnt HG 00 0109 16 Page 15 of 21 HG 00 0109 16 Page 15 of 21 contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or the additional insured is a partnership; (3) Any manager, if you or the additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or the additional insured is a corporation; (5) Any trustee, if you or the additional insured is a trust; or (6) Any elected or appointed official, if you or the additional insured is a political subdivision or public entity. This duty applies separately to you and any additional insured. 3. Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Otherinsurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. Page 16 of 21 b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work'; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section I — Coverage A — Bodily Injury And Property Damage Liability; (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section I - Coverage A - Bodily Injury And Property Damage Liability; (6) When You Are Added As An Additional Insured To Other Insurance Any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance Any other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this coverage part. (a) Primary Insurance When Required By Contract This insuranc +uALN, agreed in a v e a Reneueo&APPR( BY. agreement tl I Ae�sAuwe(a _®; primary. If C Risk Manzgement Spetlads[ HG 00 01 09 16 primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement, or permit that this insurance is primary and non- contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 5. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first Named Insured. c. The first Named Insured must keep records of the information we need for premium computation, and send us copies at such times as we may request. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business that exist at the inception date of this Coverage Part, we shall not deny coverage under this Coverage Part because of such failure. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those us. The insured mu, 'T4' —�\s3 Riele MmugarnLL Dimislon REVIEWED&APPRW®BY: 11, `�• q i t IZV4 Risk Management SpeoXist HG 00 01 09 16 Page 17 of 21 impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; or b. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; or c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or in a settlement we agree to. 7. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 8. "Employment -Related Practices" means: a. Refusal to employ that person; b. Termination of that person's employment; or c. Employment -related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination or malicious prosecution directed at that person. 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10."Hostile fire" means uncontrollable or break intended to be. �� RhkMwgWWdDaS1Dn Riwie m&APPR av: ' Risk Management Speaakst Page 18 of 21 HG 00 0109 16 11."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by the repair, replacement, adjustment or removal of "your product" or "your work", or your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage to Premises Rented To You Limit described in Section III — Limits of Insurance; b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 11"Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14."Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto'; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15."Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacina equipment such rollers; e. Vehicles not describt that are not self -prop .see wn R6k MnugnnW.DMdun a .: R& APPRO ft A+p A� ram', R[sk Management Spedaris[ HG 00 01 09 16 Page 19 of 21 HG 00 01 09 16 Page 19 of 21 primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered "autos". 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication, in any manner, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication, in any manner, of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; or g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement". 16."Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard": a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or op classification, list. in a policy Sched Rmk MeugtmmtDAiabn ge ��� BenEwEo&MrRw®Br. ;i i •� '� A+� Amoco R6tc Management Specialist Is Page 20 of 21 HG 00 01 09 16 completed operations are subject to the General Aggregate Limit. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. As used in this definition, computerized or electronically stored data, programs or software are not tangible property. Electronic data means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from; computer software, including systems and applications software, hard or floppy disks, CD- ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 21."Suit' means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit' includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker" means a person who a. Is not your "employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work", and (2) The providing of or failure to provide warnings or instructions. � RiekMmngar�tDivivum Rwexm & APPRQ BY: A-J�, "44 Ruk Management SpeaAnt HG 00 01 09 16 Page 21 of 21 POLICY NUMBER: 83UENBGL2R THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: Y11191 I Y.y_NjCeIKel�l :7_Cel 7i7:7 To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph .1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. L Lessors as Insureds (1). The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. g. Additional insureds if Required, by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily iniurv" nr "mmnerty damaae" occurs: a RiskDMdm (a) During the policy period, and :,` peAEwEn6Mraay�Bv (b) Subsequent to the execution of such written contract, and (icav44 Form HA 99 16 12 21 Risk Ma"aw.mt specialist (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS — OF SECTION IV — BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Nofr-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. - Additional Insured If Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV- Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does ' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. Page 2 of 5 �„ 1tIdtMRwganmtDivietmt +. Risk Management Specialist 6. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss", or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE -ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT- BROADENED COVERAGE a. The exceptions to Paragraphs B.4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto", (2) Removable from a housing unit which is permanently installed in or upon the covered "auto", (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragrap part of that equipment; or (3) An integral part of such equipment. Form HA 99 16 12 21 RAMfagemadMisbn +� REwE &APPWVMBr. A-.pAzrwta `® Risk Management SpedAm c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 10. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO - COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY - is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. �_1W4Za7d6ill l:IOICIA Lill Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified coverages are provided under this Coverage Form, then such Physical Damage Coverac a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity e additional 10%, to a maximum of $2,500, of the "non -hybrid" auto 's actual cast whichever is less, Page 4 of 5 ^ - RialtM"sgawrtDwlon km&AarRmm8r. Risk Management SpedaOst b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date ofloss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one 'loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. xmkn &Appm Br s I�emFn &APPRW®BY:n Ate• R6k Management SpedAist Form HA 99 16 12 21 x THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 83 WE BG3L3G Endorsement Number: Effective Date: 06/14/24 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: E SOURCE COMPANIES, LLC. 3020 CARBON PL STE 300 BOULDER CO 80301 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Form WC 04 03 06 (1) Printed in U.S.A. Process Date:06/11/24 —Z�. %A mougemmtDhietan ,A P ,a; R"n 6A"ROV®Br. `® Risk Management Spedrdist Policy Expiration Date: 06/14/25 POLICY NUMBER: 83 SEA AD4682 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF SANTA ANA,TTS OFFTCERS,EMPLOYEES, AGENTS,VOLUNTEERS AND REPRESENTATIVES Location(s) Of Covered Operations: 20 CIVIC CENTER PLAZA,SANTA ANA CA 92701 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section C. — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. Form SS 41 70 06 11 Process Date: 09/22/21 B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to 'bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of 'your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Policy Expiral © 2011, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its pe RA MmagementDieislan Rtln D&Arr ovmlly: MINNOW Risk Management SpedAist POLICYNUMBER:e3 SEAAD4682 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): CITY OF SANTA ANA,ITS OFFICERS,EMPLOYEES,AGENTS,VOLUNTEERS AND REPRESENTATIVES Location And Description Of Completed Operations: 20 CIVIC CENTER PLAZA.SANTA ANA CA 92701 Section C. — Who Is An Insured is amended to include the following: a. The person(s) or organization(s) shown in the Schedule on the Declarations is also an additional insured, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" and at the location designated and described in the Location And Description Of Completed Operations Schedule in the Declarations performed for that additional insured and included in the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; Form SS 41 71 1219 Process Date: 09/22/21 (2) Supervisory, inspection, quality control, architectural, engineering or surveying activities or services; (3) Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (4) Monitoring, sampling, or testing service necessary to perform any of the services included in (1), (2) or (3) above; (5) Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in (1), (2) or (3) above; c. The insurance afforded to these additional insureds only applies to the extent permitted bylaw. Policy Exl © 2019, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with it o =ice `�' A� rQccw41 Risk Management Specialist 011LOYA RIIZI:lA7Ec$11111ilIG1:111*1c3 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional certificate holder(s) information from the agent of Conditions: record. A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided to the certificate holder(s) with mailing addresses on file with the agent of record. Such notice will be provided within 30 days of the Company's receipt of certificate holder(s) information from the agent of record. B. If this policy is cancelled by the Company, for nonpayment of premium, notice of such cancellation will be provided to the certificate holder(s) with mailing addresses on file with the agent of record. Such notice will be provided within 10 days of the Company's receipt of If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form IH 03 11 06 11 0 2011, The Hartford Risk MmagmWdDMkon Aft "44 Risk Management Sped Mist DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 6/18/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Telisa Gibson RBN Insurance Services PHONE FAX 303 E Wacker Dr Ste 650 A/C No Ext: 312-856-9400 A/c,No:312-856-9425 Chicago IL 60601 ADDE-MRESS: tgibson@rbninsurance.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Underwriters at Lloyds 15792 INSURED ESOURCE-01 INSURERB: Hartford Insurance Group E Source Companies LLC Utiliworks INsuRERc: Hartford Fire Insurance Co. 19682 3020 Carbon Place, Suite 300 INSURERD:Trumbull Insurance Company 27120 Boulder CO 83301 INSURER E: Hartford Casualty Insurance Co 29424 INSURER F: COVERAGES CERTIFICATE NUMBER:538100529 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 TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICYNUMBER MM/DD MM/DD C X COMMERCIAL GENERAL LIABILITY Y Y 83UUNBM5WV\Ml 6/14/2025 6/14/2026 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO ❑ JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 X OTHER: $ D AUTOMOBILE LIABILITY Y 83UENBG3L2R 6/14/2025 6/14/2026 COMBINED SINGLE LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident E X UMBRELLA LAB X OCCUR 83RHUBP3ZPX 6/14/2025 6/14/2026 EACH OCCURRENCE $5,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $5,000,000 DED RETENTION$ $ B WORKERS COMPENSATION Y 83VVEBG3L3G 6/14/2025 6/14/2026 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? FN] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Technology/Professional Liability APT1237925 6/14/2025 6/14/2026 Each Claim/Aggregate 5000000 each C Crime 10 KB 0778860-25 6/14/2025 6/14/2026 Limit 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana, its City Council,officers,officials,employees,agents,and volunteers are listed as additional insured on primary and non-contributory basis with respect to the General Liability as required by written contract or agreement.Waiver of Subrogation applies in favor of additional insured with respect to the General Liability and Workers Compensation as required by written contract or agreement.30 Days' Notice of Cancellation applies. Umbrella Liability follows the GL.Auto Liability and Workers Comp. Tu I Can TuTralnyNguyenby T Nguyen 0073448-0700'9 APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 7:34 am,Jun 19,2025 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. Attention: Public Works Agency 215 S Center St AUTHORIZED REPRESENTATIVE Santa Ana CA 92703 7 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number: 83 WE BG3L3G Endorsement Number: Effective Date: 06/14/25 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: E SOURCE COMPANIES, LLC. 3020 CARBON PL STE 300 BOULDER CO 80301 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by l3v�cc�Scoo Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 03/28/25 Policy Expiration Date: 06/14/26 POLICY NUMBER: 83UENBG3L2R THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured"than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED Paragraph A. -WHO IS AN INSURED -of Section II -Liability Coverage is amended to add the following: d. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or"property damage" that results from an "accident" that occurred before you formed or acquired the organization. e. Employees as Insureds (1). Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. f. Lessors as Insureds (1). The lessor of a covered "auto"while the "auto" is leased to you under a written agreement if: (a) The agreement requires you to provide direct primary insurance for the lessor and (b) The "auto" is leased without a driver. Such a leased "auto"will be considered a covered "auto"you own and not a covered "auto"you hire. g. Additional Insured if Required by Contract (1) When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for"bodily injury" or"property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." The insurance afforded to any such additional insured applies only if the "bodily injury" or"property damage" occurs: (a) During the policy period, and (b) Subsequent to the execution of such written contract, and Form HA 99 16 12 21 Page 1 of 5 (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (c) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS — OF SECTION IV— BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured. 2. Primary and Non-Contributory if Required by Contract Only with respect to insurance provided to an additional insured in A.1.g. -Additional Insured If Required by Contract, the following provisions apply: (1) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. (2) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in SECTION IV- Business Auto Conditions, B. General Conditions, Other Insurance 5.d. 3. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The SECTION IV- Business Auto Conditions, B. General Conditions, 5. OTHER INSURANCE Condition is amended by adding the following: e. If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 4. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers ' compensation insurance in-force covering all of your"employees". Coverage is excess over any other collectible insurance. Page 2 of 5 Form HA 99 16 12 21 5. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos"you hire or borrow, subject to the following limit. The most we will pay for"loss"to any hired "auto" is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto"you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of$1000 per"accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your"employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 6. PHYSICAL DAMAGE -ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A.4.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of$1,000. 7. LOAN/LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss"to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loan/lease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 8. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 9. ELECTRONIC EQUIPMENT- BROADENED COVERAGE a. The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of"loss", is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system. b. Section III, Physical Damage Coverage, Limit of Insurance, Paragraph C.2. is amended to add the following: $1,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of"loss", is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3)An integral part of such equipment. Form HA 99 16 12 21 Page 3 of 5 c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or$250, whichever deductible is less. 10. EXTRA EXPENSE -BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto"to you. 11. GLASS REPAIR -WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 12. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller(or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller(or smallest) deductible. 13. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 14. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 15. HIRED AUTO -COVERAGE TERRITORY SECTION IV, BUSINESS AUTO CONDITIONS, PARAGRAPH B. GENERAL CONDITIONS, 7. - POLICY PERIOD, COVERAGE TERRITORY- is added to include the following: (6) For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for"bodily injury" or"property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 16. WAIVER OF SUBROGATION Paragraph 5. TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS A. Loss Conditions is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 17. RESULTANT MENTAL ANGUISH COVERAGE The definition of"bodily injury" in SECTION V- DEFINITIONS, C. is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 18. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS- CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 19. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a. If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever is less, Page 4 of 5 Form HA 99 16 12 21 b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of"loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" is $10,000. For the purposes of the coverage provision, a. A "non-hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b. A"hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internal combustion engine to charge one or more electric motors, which move the auto. 20. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to $1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 99 16 12 21 Page 5 of 5 POLICY NUMBER: 83UUNBN5WWW tL ay it THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - OPTION I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Designated Project(s) Or Location(s) Or Organization(s): Of Covered Operations: Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. With respect to those person(s) or organization(s) (3) In connection with "your work" for the shown in the Schedule above when you have additional insured at the project(s) or agreed in a written contract or written agreement location(s) designated in the Schedule to provide insurance such as is afforded under this and included within the "products- policy to them, Subparagraph f., Any Other completed operations hazard", but only if: Party, under the Additional Insureds When (a) The written contract or written Required By Written Contract, Written agreement requires you to provide Agreement Or Permit Paragraph of Section II — such coverage to such additional Who Is An Insured is replaced with the following: insured at the project(s) or location(s) f. Any Other Party designated in the Schedule; and Any other person or organization who is not (b) This Coverage Part provides an insured under Paragraphs a. through e. coverage for "bodily injury" or above, but only with respect to liability for "property damage" included within the "bodily injury", "property damage" or"personal "products-completed operations and advertising injury" caused, in whole or in hazard". part, by your acts or omissions or the acts or The insurance afforded to the additional omissions of those acting on your behalf: insured shown in the Schedule applies: (1) In the performance of your ongoing (1) Only if the "bodily injury" or "property operations for such additional insured at damage" occurs, or the "personal and the project(s) or location(s) designated in advertising injury" offense is committed: the Schedule; (a) During the policy period; and (2) In connection with your premises owned (b) Subsequent to the execution of such by or rented to you and shown in the written contract or written agreement; Schedule; or and Form HS 24 80 07 13 Page 1 of 2 © 2013, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) (c) Prior to the expiration of the period of When You Add Others As An Additional time that the written contract or written Insured To This Insurance agreement requires such insurance (a) Primary Insurance When Required By be provided to the additional insured. Contract (2) Only to the extent permitted by law; and This insurance is primary if you have agreed (3) Will not be broader than that which you in a written contract or written agreement that are required by the written contract or this insurance be primary. If other insurance written agreement to provide for such is also primary, we will share with all that additional insured. other insurance by the method described in With respect to the insurance afforded to the Paragraph (c) below. This insurance does not person(s) or organization(s) that are additional apply to other insurance to which the insureds under this endorsement, the additional insured in the Schedule has been following additional exclusion applies: added as an additional insured. This insurance does not apply to "bodily (b) Primary And Non-Contributory To Other injury", "property damage" or "personal and Insurance When Required By Contract advertising injury" arising out of the rendering This insurance is primary to and will not seek of, or the failure to render, any professional contribution from any other insurance architectural, engineering or surveying available to an additional insured under your services, including: policy provided that: (1) The preparing, approving, or failing to (i) The additional insured in the Schedule is prepare or approve maps, shop drawings, a Named Insured under such other opinions, reports, surveys, field orders, insurance; and change orders, designs or specifications; (ii) You have agreed in a written contract or or written agreement that this insurance (2) Supervisory, inspection, architectural or would be primary and would not seek engineering activities. contribution from any other insurance The limits of insurance that apply to the additional available to the additional insured in the insured shown in the Schedule are described in the Schedule. Limits Of Insurance section. (c) h ethod Of Sharing How this insurance applies when other insurance is If all of the other insurance permits available to the additional insured is described in the contribution by equal shares, we will follow Other Insurance Condition in Section IV — this method also. Under this approach, each Commercial General Liability Conditions, except as insurer contributes equal amounts until it has otherwise amended below. paid its applicable limit of insurance or none of B. With respect to insurance provided to the the loss remains, whichever comes first. person(s) or organization(s) that are additional If any of the other insurance does not permit insureds under this endorsement, the When You contribution by equal shares, we will Add Others As An Additional Insured To This contribute by limits. Under this method, each Insurance subparagraph, under the Other insurer's share is based on the ratio of its Insurance Condition of Section IV—Commercial applicable limit of insurance to the total General Liability Conditions is replaced with the applicable limits of insurance of all insurers. following: All other terms and conditions in the policy remain unchanged. Page 2 of 2 Form HS 24 80 07 13 POLICY NUMBER:8 3UUNBM5WWW COMMERCIAL GENERAL LIABILITY CG24041219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART ELECTRONIC DATA LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART DESIGNATED SITES POLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITES PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART UNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organ ization(s): Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Conditions: We waive any right of recovery against the person(s) or organization(s) shown in the Schedule above because of payments we make under this Coverage Part. Such waiver by us applies only to the extent that the insured has waived its right of recovery against such person(s) or organization(s) prior to loss. This endorsement applies only to the person(s) or organization(s) shown in the Schedule above. CG 24 04 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 POLICY NUMBER: 83 UUN BM5WWW THE HARTFORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S) This policy is subject to the following additional Conditions: A. If this policy is cancelled by the Company, other than for nonpayment of premium, notice of such cancellation will be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. B. If this policy is cancelled by the Company for nonpayment of premium, or by the insured, notice of such cancellation will be provided within (10) days of the cancellation effective date to the certificate holder(s) with mailing addresses on file with the agent of record or the Company. If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file with the agent of record or the Company will be sufficient proof of notice. Any notification rights provided by this endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this policy's term. Failure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor will it negate cancellation of the policy. Failure to send notice shall impose no liability of any kind upon the Company or its agents or representatives. Form IH 03 13 06 11 Page 1 of 1 ©2011, The Hartford 6na e'o POLICY NUMBER: APT1237925 WAIVER OF SUBROGATION It is hereby understood and agreed that the Policy is amended as follows: Section . I Item D, SUBROGATION is deleted and replaced with the following: D. SUBROGATION In the event of any payment under this Policy, You agree to give us the right to any subrogation and recovery to the extent of Our payments. You agree to execute all papers required and do everything that is reasonably necessary to secure these rights to enable us to bring suit in Your name. You agree to fully cooperate in Our prosecution of that suit. You agree not to take any action that could impair Our right of subrogation without Our written consent whether or not You have incurred any un-reimbursed payment; however, this provision shall not apply when You have waived these rights in a written contract entered into before any Claim or before any member of Your Control Group first became aware of any act, error, or omission that might reasonably give rise to a Claim. Any recoveries shall be applied first to subrogation expenses, second to Loss, PCI DSS Assessments, Damages, and Claim Expenses paid by Us, and third to the Retention. Any additional amounts recovered shall be paid to You. All other terms and conditions remain unchanged. Insured Name E Source Companies LLC Policy No. APT1056422 Effective Date 14-JUN-2022 APT50000721 Page 1 of 1