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HomeMy WebLinkAboutKAJEET INC. (4)INSURANCE ON FILE WORK MAY PROCEED N-2024-303 UNTIL INSURANCE EXPIRES kajeet, CITY 19P U 6 2024 DATE: o" Lo to- �d�i �r Kajeet Services Agreement t,Pawsev This document contains certain terms of agreement between Kajeet Inc. a corporation organized under the laws of Delaware, with offices located at 7901 Branch Drive, #350, McLean, VA 22012 ("Kajeet") and CITY-SANTA ANA (Library), organized under the laws of CA, (the "Customer"), with offices located at 26 CIVIC CENTER PLZ, Santa Ana, CA. Kajeet and Customer (the "Parties") desire to enter into a legally binding contract (the "Agreement") consisting of the provisions set forth below. Each of the Parties represents that it is in good standing, and it has the power to enter and perform this Agreement. Customer hereby designates Kajeet as a "school official" with "legitimate educational interests" in the Customer's educational records, as those terms have been defined under FERPA and its implementing regulations. Kajeet agrees to abide by FERPA limitations and requirements imposed upon school officials. Program: SmartBus Data Plan: SmartBus Unlimited Start Date: 9 16 2024 Term: 36.0 mos Term The initial term of this Agreement commences on the selected date(s) and expires after the selected term length of service and it shall automatically renew on a month to month basis of service contingent upon receipt of a purchase order, unless terminated, extended, or altered, by either of the Parties. Termination by Customer If for any reason Customer is dissatisfied with the level of service, Customer may terminate this agreement and if after notifying Kajeet, Kajeet fails to bring the level of service up to Customer's expectations within 30 days of such notification. Termination by Kaieet Kajeet may terminate this Agreement after the initial term if Customer has no active service with Kajeet for a period of 180 days and, if after notifying Customer, Customer does not activate any devices within 30 days of such notification. Effects of Termination In the event of termination, Kajeet will remove Customer's account and remaining balances from Kajeet's systems and Customer will return any Kajeet-Owned equipment to Kajeet within 30 days of termination. Purchased devices and services are nonrefundable. Term Extension or Alteration by Customer Customer may extend or alter the term of the contract after the initial term by submitting a purchase order with term extension or alteration details, or authorizing anew services agreement. Purchase Orders Customer may submit one (1) or more purchase orders at anytime to request purchase of Kajeet devices and/or services. Such purchase order(s) will be considered binding upon Customer when submitted and binding upon Kajeet when accepted. Kajeet will indicate acceptance of such purchase order(s) by written notice and/or by invoicing customer against such purchase order(s). Payment Terms Payments by Customer under this Agreement will be due when stated in each fully accepted purchase order or, if the purchase order does not state when particular payments are due, those payments will be due within thirty (30) days of Kajeet invoice. Late Payments If Customer fails to make any payment when due, Kajeet will have the right, without prejudice to any other remedies it may have, to charge an additional fee equal to one -and -one-half percent (1.5%) of the overdue amount for each full or partial month that the amount remains unpaid. Kaieet Unlimited Plans The Student Unlimited, Home Unlimited, and SmartBus Unlimited Plans are intended for educational use only and Customer agrees to adhere to Kajeet standard CIPA-compliant and education content filters, and time -of -day access settings. The Student Unlimited Plan may be used by no more than one user at any given time. The Home Unlimited Plan may only be used by students in the same household. The SmartBus Unlimited Plan is only intended to provide Wi-Fi for bus riders. In the event Kajeet detects bandwidth consumption inconsistent with plan terms, Kajeet may temporarily reduce or restrict services during review. Video may stream at 480p. YouTube® access is blocked by default. Customers on Kajeet Unlimited Plans may request open access to YouTube at no additional charge. If the Customer selects to have open access to YouTube services, Customer indemnifies and holds Kajeet harmless from any inappropriate content viewed by the end -user on YouTube. Device Warranties and Non -Return Police Kajeet warrants that devices sold to Customer will be free from defects in materials and workmanship for a period of one (1) year after shipment by Kajeet. At its option, Kajeet will either repair or replace any device failing to meet this warranty if Customer notifies Kajeet of the defect before the warranty period expires. Customer acknowledges that replacements may be new or refurbished. Customer agrees to obtain return authorization from Kajeet prior to returning a device and to bear the cost of shipping the device to Kajeet and to bear the risk of loss during transit. Customer agrees that Kajeet will have no warranty obligations due to defects resulting from (i) ordinary wear and tear; (III modifications or repairs made by anyone other than Kajeet or its authorized service technicians; and/or (III) accident or abuse. All sales of Customer purchased devices are final and cannot be returned for a refund. Chromebook, laptop, or tablet warranty and service issues are honored and handled via the manufacturer and not directly by Kajeet. Applicable Law This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California shall be the venue for any action or proceeding that may be brought or arise out of, in connection with, or by reason of this Agreement. Indemnity Each Party (" Indemnifying Party') agrees to defend, indemnify, and hold harmless the other Party from and against any and all third -party claims, demands, suits, legal proceedings, and causes of action that arise out of or relate to any breach by the Indemnifying Party of any of its representations and warranties as stated in this Agreement (collectively, " Indemnifiable Claims'), including but not limited to all damages, costs, expenses, reasonable attorneys' fees, judgments, and settlements resulting from such Indemnifiable Claims; provided, however, that no Indemnifiable Claim may be settled without the express written consent of the Indemnifying Party. The Party seeking indemnification must provide prompt written notice to the Indemnifying Party of any Indemnifiable Claim for which indemnification will be sought. The Indemnifying Party may elect to control the defense and settlement of any Indemnifiable Claims with counsel of its choosing. The Party seeking indemnification will cooperate with the Indemnifying Parry's defense against the Indemnifiable Claims. If any Indemnifiable Claim is covered in part but not entirely. Insurance Requirements Kajeet shall procure and maintain for the duration of the Agreement, insurance requirements as detailed in Attachment B, attached hereto and incorporated by reference to this Agreement. [signature page follows] Kajeet, Inc. Service Agreement v.2019.01.29 7901 Jones Branch Drive, Suite 350, McLean, VA22102 (2401482-3500 www.kaieet.com education@kajeet.com kajeet IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first written above. APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: ndon Salvatierra Deputy City Attorney FOR APPROVAL Brian Stern g 26, 20.24 10:15 PDT) Brian Sternberg Executive Director Library Services Agency CITY OF SANTA ANA , xdjalt�—/ A varo Nunez City Manager KAJEET, INC. Name: Guy Abramovitz Title: CFO Kajeet, Inc. Service Agreement v.2019.01.29 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.kaieet.com education@kajeet.com kajeet, Attachment A: Use of Kajeet-Owned SmartBus'M Equipment To be signed only by customers who have a SmartBusTM Bundled Service. Use of Kajeet-Owned Equipment removes many financial and logistical concerns. In the spirit of simplicity, this Attachment covers the basic terms for use of Kajeet-Owned Equipment. The client understands that they are using equipment procured and owned by Kajeet, and therefore, the equipment must be returned to Kajeet at the end of service unless specific written terms have been provided that state otherwise. What must be returned? Kajeet-Owned equipment and accessories to be returned, include: • Kajeet SmartBus—routers • Portable Solution Components(router, Wi-Fi paddle and cellular antennas, AC adapter, Vehicle adapter, Kajeet Portable case and SIM card) • LTE Radio with Screen • Potato Mic (Communication Bundle) • GPS Sending Unit(Location and Safety Bundle) • Charging Cable (Communication Bundle) Afull listing of Kajeet-Owned Equipment is provided with each shipment. • Driver Tablet (Safety Bundle) • ID Scanner (Safety Bundle) • Kajeet DualConnectt"Dock and Modem What if Kajeet-Owned Equipment arrives to the customer damaged? If Kajeet-Owned Equipment is defective upon receipt, or develops a fault during the term of the Agreement, Kajeet will repair and/or replace the equipment with the same, or equivalent, equipment. This does not apply to accidental damage, water damage, theft, loss, and/or hardware/software tampering. Kajeet will replace faulty hardware components that fail due manufacturer defects. Can Kajeet-Owned Equipment be modified or marked? Kajeet-Owned Equipment may not be branded or marked with any permanent markings, including, but not limited to, etching, screen printing, permanent markers, spray painting, non -removable labels, etc. When must Kajeet-Owned Equipment be returned? The customer is responsible for returning all provided Kajeet-Owned Equipment within thirty (30) days of service termination, including all return shipping costs unless otherwise included as a separate line item in the initial Purchase Order. Service may be extended at anytime via valid Purchase Order or new Service Agreement. In certain cases, such as summer months, a customer may retain inactive Kajeet-Owned Equipment provided a purchase of future service has been made. What Kajeet-Owned Equipment must be returned? For installed solutions, the router, Wi-Fi antennas and SIM must be returned. For portable solutions, the router, Wi-Fi and cellular antennas, AC adapter, Vehicle adapter, Kajeet rugged case and SIM must be returned. Is there an option to buy the equipment? There is currently no option to purchase Kajeet equipment at this time. Can I switch wireless networks with Kajeet-Owned Equipment? Yes, Kajeet will provide a SIM card to change to another Kajeet approved network. What if Kajeet-Owned Equipment is damaged or missing upon returned? Kajeet-Owned Equipment will be inspected by Kajeet upon return. Charges will be assessed for damaged or missing equipment (Not returned, non-functional or has excessive cosmetic damage. MEID label missing. Non genuine parts used in any repair. Beyond physical repair.) based on the table below, where applicable: Kaieet owned Eoulo.ent Associated Fees Kajeet sm.Mina 'RouterlAOC $5OM7 Kajeet Srnartaus^Router 900 $Rfi399 Kajeet Smat!B S Router 1700 $2,xd1.97 nE Radio with R¢ $3M97 Potato Mt $4897 a�agin&Gable $4.92 INWe,T.Net $24992 10 Sonner $3W.92 KajeetWl-Fi olpole Mte.•s(2) $1492exh Kajeet S.art9uz Offload Rouer $30M2 OnwrTablet Mount and Cane SM992 KajeeKellular Paddle, Antennas (2) $14.97 iaF Ka)eetGPSAnt.. $19.97 ACM,. $2497 Vehicle Adapter $2<97 Kajeet Rnp9lc,dPnrpbto Q. $49.92 Ow[Connect Made.&O k $529.97 SIM card $M00 Kajeet, Inc. Service Agreement v.2019.01.29 7901 ]ones Branch Drive, Suite 350, McLean, VA 22102 (240) 492-3500 www.kajeet.com education@kajeet.com kajeet, I understand the terms for use of Kajeet-Owned Equipment and agree to the terms: Authorized Customer Signature Print Name Date Kajeet, Inc. Service Agreement v.2019.01.29 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.kajeet.com education@kajeet.com kajeet,. Attachment B: Insurance Requirements Kajeet ("Provider') shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with products and services supplied to the City. The cost of such insurance shall be borne by Provider. a. Minimum Scope and Limit of Insurance: 1. Commercial General LIablll (CGL). Insurance Services Offices (ISO)Form CG 0001 covering Commercial General Liability ("CGL") on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. 2. Workers' Compensation. As required by the State of California, with statutory limits, and employers liability insurance with a limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. 3. Broader Coverage. If the Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Provider. Any available Insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. b. Other Insurance Provisions 1. Additional Insured Status. The City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Provider including materials, parts, or equipment furnished in connection with such work or operations. 2. Waiver of Subrogation. Insurance company(ies) agree(s) to waive all rights of subrogation against 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 Provider. 3. Primary Coverage. For any claims related to this contract, the Provider's Insurance coverage shall be primary coverage at least as broad as ISO CG 20 0104 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, Its officers, officials, employees, or volunteers shall be excess of the Provider's insurance and shall not contribute with it. 4. Severability. A severability of interest provision must apply for all the additional insured, ensuring that Provider'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. Notice of Cancellation. Each insurance policy required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non -renewed bythe carrier, or materially changed except after thirty (30) days prior written notice has been given to City. Ten (10) days prior written notice shall be provided to City for policy cancellation or non -renewal due to non-payment. 6. Certificate Holder. The certificate holder on each evidence of insurance certificate shall be: City of Santa Ana, Attention: (name of department staff responsible for Agreement), 20 Civic Center Plaza Mi (responsible staffs department mail box), Santa Ana, California 92701. The name and location of event should be Included in the description of operations section of each certificate. 7. Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City. The City may require the Provider 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. S. Aoceptabilltyof Insurers. Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City. Verification of Coverage. Provider shall furnish 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 to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Provider's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 9. Subvendors. Provider shall require and verify that all subvendors maintain insurance meeting all the requirements stated herein, and Provider shall ensure that City is an additional insured on insurance required from subvendors. 10. 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 special circumstances. Kajeet, Inc. Service Agreement v.2019.01.29 7901 Jones Branch Drive, Suite 350, McLean, VA 22102 (240) 482-3500 www.kaieet.com education@kajeet.com Agreement -Santa Ana Library BookMobile Kajeet SA (2024)_FINAL_8.16.24 (002) Final Audit Report 2024-08-26 Created: 2024-08-26 By: Ella Sepulveda (msepulveda@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAuSnDvYV80O3p-ZUcuuwu7gllugTbBJVr "Agreement_ Santa Ana Library BookMobile Kajeet SA (2024)_FI NAL_8.16.24 (002)11 History Document created by Ella Sepulveda (msepulveda@santa-ana.org) 2024-08-26 - 2:35:37 PM GMT L1y Document emailed to Brian Sternberg (bsternberg@santa-ana.org) for signature 2024-08-26 - 2:35:46 PM GMT Email viewed by Brian Sternberg (bsternberg@santa-ana.org) 2024-08-26 - 5:15:30 PM GMT d© Document e-signed by Brian Sternberg (bsternberg@santa-ana.org) Signature Date: 2024-08-26 - 5:15:55 PM GMT - Time Source: server 0 Agreement completed. 2024-08-26 - 5:15:55 PM GMT Adobe Acrobat Sign kajeet 7901 Jones Branch Drive, Suite 350, McLean, Virginia 22102 (240) 4823500 1 fax: (240) 482-3505 1 www.kaleet.com Account Name Bill To AP Email Prepared By Email Description Network: Venzon Santa Ana Public Library 26 Civic Center Plaza Santa Ana, CA 92701 USA Inguyen@santa-ana.org Grace Peeler gpeeler@kajeet.com Renewal I 36M SmartBus Unlimited' QUOTATION Contact Name Lynn Nguyen Phone (714)647-5259 Email lnguyen@santa-ana.org Contract number AEPA IFB # 021.5-D Created Date 7/25/2024 Quote Number Q# 202401-047604 Opportunity Number OPTY 202308-47400 Additional $3,118.65 can be added during 36 month term to add service to an additional bookmobile. Cost per year $1,039.55. 2nd line items of "SmartBus WiFi - Best, 12mo:' is relating specifically to the contingency fund and not renewal of existing device. Quote valid through September 15th, 2024. SmartBus Wi-Fi - Best, 12mo SmartBus Wi-Fi - Best, 12mo TERMS & CONDITIONS NETVZW USD 0.00 USD 0.00 1.00 USD 0.00 SBBWIFIBST USD 1,195.88 USD 1,039.55 3.00 USD 3,118.65 SBBWIFIBST USD 1,195.88 USD 1,039.55 3.00 USD 3,118.65 Subtotal USD 6,237.30 Telecom Admin USD 0.00 Fees Quote Shipping USD 0.00 Quote Grand Total USD 6,237.30 • All prices are quoted in U.S. Dollars. All prices valid only through Kajeet direct sales. Quote is valid for 7 days. The amount presented in this quotation is confidential & proprietary and intended for the consideration of the Buyer. Buyer and Kajeet will sign and execute a Services Agreement prior to execution of the program. Credit card payments are subject to a 5.0% processing fee. Kajeet W-9 available upon request. Kajeet@, Arterra Mobility®, and OtarrisTM products and services are protected by the following issued U.S. patents 8,929,857; 8,918,080; 8,774,755; 8,774,754; 8,755,768; 8,731,517; 8,725,109; 8,712,371: 8,706,079; 8,667,559; 8,644,796; 8,639,216; 8,634,803; 8,634,802; 8,634,801; 8,630,612; 8,611,885; 8,600,348; 8,594,619; 8,588,735; 8,285,249; 8,078,140; 7,945,238; 7,899,438; 7,881,697. Other patents are pending. Kajeet@, Kajeet SmartSpot@, Education Broadband TM, SmartBus'", SmartSpot Protection'-, Kajeet Completer"", Kajeet Custom TM, Arterra Mobility@, and Sentinel@ are trademarks of Kajeet, Inc. • Telecom, Network and Admin Fees (TAF) defray a wide variety of Federal, State, and/or Local fees charged to telecommunications carriers and are subject to a 9.75% fee on data -related services. This is not state or federal sales tax. • Shipping costs related to hardware only. • Sales tax is an estimate based on your state and/or locality. Sales tax is calculated on equipment only. The PO must contain the correct sales tax amount and is the responsibility of the PO issuer. If Sales tax line item is blank; Applicable state sales taxes are not included in this quotation. • Per AEPA contract terms, pricing on this quote includes applicable telecom fees and standard shipping. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 10/13/2023 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 Arthur J. Gallagher RigWanagement Serviis, L� Suit Greensboro Dri /y Suite 330 ■`J,■ McLean VA 22102 cvnlBc NAME: Ma PHONE -N ADORES: �. M DORE INSUREF A T INSURED KAJUNC-01 Kajeet Inc. , Kajeet & link LLC 350McLean, VA 22102 7901 Jones BranchAcevedo,NSURER INSURr tB: . INS, aRc: T � INF rRER n.I SURER E P F: COVERAGES CERTIFICATE NUMBER: 207761d3'j 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 ADDLSUBR loan VAID POLICY NUMBER POLICY EFF MMIDD POLICY UP MMID I LIMITS E X COMMERCUILGENERALLIABILITY Fv7 OCCUR Y Y H-630-4R122614-PHX-22 10/14/2023 10/14/2024 EACH OCCURRENCE $1,000,000 TOCLAIMS-MADE ES(RENTED _ffAMAGPREMISES PREMISES Ea occurrence) E300,000 MED EXP (Any one person) $10,000 PERSONAL S ADV INJURY It1,000,000 AGGREGATE LIMIT APPLIES PER: POLICY jEa LOC GENERAL AGGREGATE $2,000,000 GEN'L X PRODUCTS - COMPIOPAGG $2,000,000 $ OTHER: C AUTOMOBILE LIABILITY Y BA-4R122755 10/14/2023 10/14/2024 COMBINED SINGLE -LIMIT Ea accident $1000,000 BODILY INJURY (Per person) $ ANY AUTO IAUTOS OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident ( ) $ X HIRED X NON -OWNED ONLY AUTOS ONLY PROPERTY DAMAGE Per eccul.,e $ $ A X UMBRELLALIAB N OCCUR Y Y CUP-4R122780 10/14/2023 10/14/2024 EACH OCCURRENCE $10,000,000 AGGREGATE $10,000,000 EXCESS LU1B CLAIMS -MADE OEO X RETENTION$ in nnn $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY YIN STATUTE ER E.L. EACHACCIDENT $ ANYPROPRIETORIPARTNEWEXECUTIVE ❑ OFFICEWMEMBEREXCLUDEDT NIA E.L. DISEASE - EA EMPLOYE $ (Mandatory In NH) If yes, describe undo, DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ e B D Professional Liability E80 Com 1st 8Sid Party Commercial Come ZPL-B1N44993-21-13 ZPL-81N44993-21-13 82595868 10/142/23 10/14/2023 10/1/2023 1011412124 10/14/2024 1a/l/2024 Per Ocom:nc:Meduct Per Occurrence Per Occurrence $5M/$100,000 $5M/$100,000 $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) Retro active date of Professional liability is 10101/2005. City of Santa Ana abd Santa Clara Unified School District is additional insured under the commercial general liability policy. City of Santa Ana Risk Management Division 20 Civic Center Plaza Santa Clara CA 92702 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRC AUTHORIZED REPRESENTATIVE ©1988.2015 ACORD , a REVD IEWE& APPRovac : A-ft "44. ® Risk Management Specialist ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CITY OF SANTA ANA RISK MANAGEMENT dtacaiaa 4HUMAN RESOURCES Managing Risk PosItIn Change WORKERS' COMPENSATION DECLARATION l Guy Abramovitz, CFO (Name/Title) following declaration: I certify on behalf of Kajeet, Inc. of my contract for SmartBus hereby affirm under penalty of perjury, the (Consultant/Company Name) that during the term services with the City of Santa Ana, (Type of service provided) I will not employ any person in any manner so as to become subject to the workers' compensation laws of California, and agree that if I should become subject to the workers' compensation provisions of Section 3700 of the Labor Code, I shall forthwith comply with the provisions and provide proof of workers' compensation coverage immediately. Date: 8/30/2024 Print Name: Guy Abramovitz Print Title: Chief Financial Officer Signature: Telephone:9/-694-0245 WARNING: FAILURE TO SECURE WORKERS' COMPENSATION COVERAGE IS UNLAWFUL, AND SHALL SUBJECT AN EMPLOYER TO CRIMINAL PENALTIES AND CIVIL FINES UP TO ONE HUNDRED THOUSAND DOLLARS ($100,000). IN ADDITION TO THE COST OF COMPENSATION, DAMAGES AS PROVIDED FOR IN SECTION 3706 OF THE LABOR CODE, INTEREST, AND ATTORNEY'S FEES. 1: Risk MgmtVnsurance RequirementslWC Declaration 08152019 RiA Muagemenf Diwiun Rene D&APPRav®BY: ®' Risk Management Specialist COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (Includes Products -Completed Operations If Required By Contract) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS The following is added to SECTION 11— WHO IS AN INSURED: Any person or organization that you agree in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only: a. With respect to liability for "bodily injury" or "property damage" that occurs, or for "personal injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement and while that part of the contract or agreement is in effect; and b. If, and only to the extent that, such injury or damage is caused by acts or omissions of you or your subcontractor in the performance of "your work" to which the written contract or agreement applies. Such person or organization does not quality as an additional insured with respect to the independent acts or omissions of such person or organization. The insurance provided to such additional insured is subject to the following provisions: a. If the Limits of Insurance of this Coverage Part shown in the Declarations exceed the minimum limits required by the written contract or agreement, the insurance provided to the additional insured will be limited to such minimum required limits. For the purposes of determining whether this limitation applies, the minimum limits required by the written contract or agreement will be considered to include the minimum limits of any Umbrella or Excess liability coverage required for the additional insured by that written contract or agreement. This provision will not increase the limits of insurance described in Section III — Limits Of Insurance. b. The insurance provided to such additional insured does not apply to: (1) Any "bodily injury", "property damage" or "personal injury" arising out of the providing, or failure to provide, any professional architectural, engineering or surveying services, Including: (a) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders or change orders, or the preparing, approving, or failing to prepare or approve, drawings and specifications; and (b) Supervisory, inspection, architectural or engineering activities. (2) Any "bodily injury" or "property damage" caused by "your work" and included in the "products -completed operations hazard" unless the written contract or agreement specifically requires you to provide such coverage for that additional insured during the policy period. c. The additional insured must comply with the following duties: (1) Give us written notice as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, such notice should include: (a) How, when and where the "occurrence" or offense took place: (b) The names and addresses of any injured persons and witnesses; and (c) The nature and location of any injury or damage arising out of the "occurrence" or offense. (2) If a claim is made or "suit" is brought against the additional insured: CG D2 46 0419 0 2018 The Travelers Indemnity Company. All rights reserved. �„o_..<< RlekMeQsaeemnstDisis�nn 4p A"44 Risk Management Specialist COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the claim or "suit" and the date received; and (b) Notify us as soon as practicable and see to it that we receive written notice of the claim or "suit" as soon as practicable. (3) Immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in the investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. (4) Tender the defense and indemnity of any claim or "suit" to any provider of other insurance which would cover such additional insured for a loss we cover. However, this condition does not affect whether the insurance provided to such additional insured is primary to other insurance available to such additional insured which covers that person or organization as a named insured as described in Paragraph 4., Other Insurance, of Section IV — Commercial General Liability Conditions. Page 2 of 2 0 2018 The Travelers Indemnity Company. All rights reserved. RiskMWagmadDivision (XiiIIiJ A+.�A�w� -�. Risk Management Specialist COMMERCIAL GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and caused by an "occurrence" that takes place what is and is not covered. in the "coverage territory"; Throughout this policy the words "you" and "your" refer (2) The "bodily injury' or "property damage" to the Named Insured shown in the Declarations, and occurs during the policy period; and any other person or organization qualifying as a Named (3) Prior to the policy period, no insured listed Insured under this policy. The words "we", "us" and "our" under Paragraph 1. of Section II —Who Is refer to the company providing this insurance. An Insured and no "employee" authorized The word "insured" means any person or organization by you to give or receive notice of an qualifying as such under Section II — Who Is An "occurrence" or claim knew that the "bodily Insured. injury' or "property damage" had occurred, Other words and phrases that appear in quotation in whole or in part. If such a listed insured marks have special meaning. Refer to Section V — or authorized "employee" knew, prior to the Definitions. policy period, that the "bodily injury' or "property damage" occurred, then any SECTION I —COVERAGES continuation, change or resumption of such COVERAGE A— BODILY INJURY AND PROPERTY "bodily injury' or "property damage" during DAMAGE LIABILITY or after the policy period will be deemed to have been known prior to the policy period. 1. Insuring Agreement a. We will pay those sums that the insured c. "Bodily injury" or "property damage" which becomes legally obligated to pay as damages occurs during the policy period and was not, because of "bodily injury' or "property damage" prior to the policy period, known to have to which this insurance applies. We will have occurred by any insured listed under Paragraph the right and duty to defend the insured against 1. of Section 11 — Who Is An Insured or any any "suit" seeking those damages. However, "employee" authorized by you to give or receive we will have no duty to defend the insured notice of an "occurrence" or claim, includes any against any "suit' seeking damages for "bodily continuation, change or resumption of that injury' or "property damage" to which this "bodily injury" or "property damage" after the insurance does not apply. We may, at our end of the policy period. discretion, investigate any "occurrence" and d. "Bodily injury' or "property damage" will be settle any claim or "suit" that may result. But: deemed to have been known to have occurred (1) The amount we will pay for damages is at the earliest time when any insured listed limited as described in Section III — Limits under Paragraph 1. of Section II — Who Is An Of Insurance; and Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or (2) Our right and duty to defend end when we claim: have used up the applicable limit of insurance in the payment of judgments or (1) Reports all, or any part, of the "bodily settlements under Coverages A or B or injury" or "property damage" to us or any medical expenses under Coverage C. other insurer; No other obligation or liability to pay sums or (2) Receives a written or verbal demand or perform acts or services is covered unless claim for damages because of the "bodily explicitly provided for under Supplementary injury" or "property damage"; or Payments. (3) Becomes aware by any other means that b. This insurance applies to "bodily injury' and "bodily injury' o " roe damage" only If property nY 9 y: occurred or has t ���� ,.'i it I?FV W D&AVPRW®Br: Risk Management SpearOnt CIS Tl 00 02 19 m 2017 The Travelers Indemnity Company. All rights reserved. or Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury' include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury'. 2. Exclusions This insurance does not apply to: a. Expected Or Intended Injury "Bodily injury' or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. b. Contractual Liability "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 that the "bodily injury' or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a parry other than an insured will be deemed to be damages because of "bodily injury" or "property damage", provided that: (a) Liability to such parry for, or for the cost of, that parry's defense has also been assumed in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which 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 only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business; or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of Paragraph (1) above. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". 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 - - -- ---' - fumes, v or origin. Page 2 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. `® tMnt.ga�o,ttxwwt A+ju AaV44 Risk Management SpedAist is used to heat, cool or dehumidify the building, or produced by or originating from 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 fi re"; (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) If such "pollutants" are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) 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: (i) "Bodily injury' or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed COMMERCIAL GENERAL LIABILITY 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 (III) "Bodily injury' or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are or were at any time performing operations to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, neutralize, assess tht REVIEWED & APPROVED Or A-P Aaw444 Risk Management Specialist CG T1 00 02 19 m 2017 The Travelers Indemnity Company. All rights reserved. V s Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) 50 feet long or less; and (b) Not being used to carry any person or property for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract' for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury' or "property damage" arising out of: (a) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify as "mobile equipment" under the definition of "mobile equipment" if such land vehicle were not subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged; or (b) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is: (a) Chartered with a pilot to any insured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice for, or while being prepared for, any prearranged racing, speed, demolition, or stunting activity. I. War "Bodily injury" or "property damage" arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Damage To Property "Property damage" to: (1) Property you own, rent, or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal propert control of the inst Page 4 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Riak MnnabmnartDivislmt REVIEWED S APPROVED BY: [ A-f, AaPdo Ruk Management Specialist (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products - completed operations hazard". k. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 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 COMMERCIAL GENERAL LIABILITY 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. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". However, this exclusion does not apply to liability for damages because of "bodily injury". q. Unsolicited Communication "Bodily injury" or "property damage" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". r. Access Or Disclosure Of Confidential Or Personal Information "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's or organization's confidential or personal information. s. Asbestos (1) "Bodily injury" or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "bodily Injury" pr "nrnr rhr is caused or contril properties of asbi Rtvi n SArM EMD . A+fa Auv44 Risk Management Specialist CG Tl 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury' or "property damage" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "bodily injury' or "property damage" described in Paragraph (1) above. (3) 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, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. t. Employment -Related Practices "Bodily injury' to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury' to that person at whom any of the employment -related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "bodily injury'. Exclusions c. through n. do not apply to "premises damage". A separate limit of insurance applies to "premises damage" as described in Paragraph 6. of Section III — Limits Of Insurance. COVERAGE B — PERSONAL AND ADVERTISING INJURY LIABILITY 1. Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "personal and advertising injury' to which this insurance does not apply. We may, at our discretion, investigate any offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section III — Limits Of Insurance; and (2) Our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under Coverages A or B or medical expenses under Coverage C. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Supplementary Payments. b. This insurance applies to "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" caused by or at the direction of the insured with the knowledge that the act would violate the riqhts Of another and wo advertising injury'. Risk Page 6 of 21 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. Dividon RENEWED ®. ® Risk Management Specialist This exclusion does not apply to "personal injury" caused by malicious prosecution. b. Material Published With Knowledge Of Falsity "Personal and advertising injury" arising out of oral or written publication, including publication by electronic means, of material, if done by or at the direction of the insured with knowledge of its falsity. c. Material Published Or Used Prior To Policy Period (1) "Personal and advertising injury' arising out of oral or written publication, including publication by electronic means, of material whose first publication took place before the beginning of the policy period; or (2) "Advertising injury' arising out of infringement of copyright, "title" or "slogan" in your "advertisement" whose first infringement in your "advertisement" was committed 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: (1) That the insured would have in the absence of the contract or agreement; or (2) Because of "personal injury" assumed by you in a contract or agreement that is an "insured contract", provided that the "personal injury' is caused by an offense committed subsequent to the execution of the contract or agreement. Solely for the purposes of liability assumed by you in an "Insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured will be deemed to be damages because of "personal injury', provided that: (a) Liability to such parry for, or for the cost of, that party's defense has also been assumed by you in the same "insured contract"; and (b) Such attorneys' fees and litigation expenses are for defense of that party (1) Advertising, "brm CG T1 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. f. Breach Of Contract "Advertising injury' arising out of a breach of contract. g. Quality Or Performance Of Goods —Failure To Conform To Statements "Advertising injury' arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement". In. Wrong Description Of Prices "Advertising injury" arising out of the wrong description of the price of goods, products or services stated in your "advertisement". i. Intellectual Property "Personal and advertising injury' arising out of any actual or alleged infringement or violation of any of the following rights or laws, or any other "personal and advertising injury' alleged in any claim or "suit" that also alleges any such infringement or violation: (1) Copyright; (2) Patent; (3) Trade dress; (4) Trade name; (5) Trademark; (6) Trade secret; or (7) Other intellectual property rights or laws. This exclusion does not apply to: (1) "Advertising injury' arising out of any actual or alleged infringement or violation of another's copyright, "title" or "slogan" in your "advertisement"; or (2) Any other "personal and advertising injury" alleged in any claim or "suit" that also alleges any such infringement or violation of another's copyright, "title" or "slogan" in your "advertisement". j. Insureds In Media And Internet Type Businesses "Personal and advertising injury' caused by an offense committed by an insured whose business is: RIAM-19-adD&hlon �� NenEvreofiAPakw®Br. A.-p Acevdo ® Risk Management Spetlalist of COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of websites for others; or (3) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a.(1), (2) and (3) of the definition of "personal injury'. For the purposes of this exclusion: (1) Creating and producing correspondence written in the conduct of your business, bulletins, financial or annual reports, or newsletters about your goods, products or services will not be considered the business of publishing; and (2) The placing of frames, borders or links, or advertising, for you or others anywhere on the Internet will not, by itself, be considered the business of advertising, "broadcasting" or publishing. k. Electronic Chatrooms Or Bulletin Boards "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts or owns, or over which the insured exercises control. I. Unauthorized Use Of Another's Name Or Product "Personal and advertising injury" arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another's potential customers. m. Pollution "Personal and advertising injury' arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants" at any time. n. Pollution -Related Any loss, cost or expense arising out of any: (1) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants" or (2) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". o. War "Personal and advertising injury' arising out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p. Unsolicited Communication "Personal and advertising injury" arising out of any actual or alleged violation of any law that restricts or prohibits the sending, transmitting or distributing of "unsolicited communication". q. Access Or Disclosure Of Confidential Or Personal Information "Personal and advertising injury' arising out of any access to or disclosure of any person's or organization's confidential or personal information. r. Asbestos (1) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of asbestos, asbestos fibers or products containing asbestos, provided that the "personal and advertising injury' is caused or contributed to by the hazardous properties of asbestos. (2) "Personal and advertising injury" arising out of the actual or alleged presence or actual, alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapors, soot, fumes, acids, alkalis, chemicals and waste, and that are part of any claim or "suit" which also alleges any "personal and advertising injury' described in Paragraph (1) above. (3) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others ter" remove, col neutralize or Page 8 of 21 m 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. RiekMaugemmtDivielon "� Riivi mSApr vm By: ' A4 f, Aav4,6 Risk Management Specialist assess the effects of, asbestos, asbestos fibers or products containing asbestos; or (b) Claim or suit by or on behalf of any governmental authority or any other person or organization because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, asbestos, asbestos fibers or products containing asbestos. s. Employment -Related Practices "Personal injury' to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment -related practice, policy, act or omission, such as coercion, demotion, evaluation, reassignment, discipline, failure to promote or advance, harassment, humiliation, discrimination, libel, slander, violation of the person's right of privacy, malicious prosecution or false arrest, detention or imprisonment applied to or directed at that person, regardless of whether such practice, policy, act or omission occurs, is applied or is committed before, during or after the time of that person's employment; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal injury' to that person at whom any of the employment -related practices described in Paragraph (a), (b), or (c) above is directed. This exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the "personal injury'. COVERAGE C — MEDICAL PAYMENTS 1. Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or COMMERCIAL GENERAL LIABILITY (3) Because of your operations; provided that: (a) The accident takes place in the "coverage territory' and during the policy period; (b) The expenses are incurred and reported to us within one year of the date of the accident; and (c) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, X-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 2. Exclusions We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury' are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. f ht Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports, or athletic contests. Products -Completed Operations Hazard Included within the "products -completed operations hazard". Coverage A Exclusi Excluded under Cove CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. RidrMnugnnattlxvielan REVIEWED&..APPP[R wo I3Y: c' Izl�ist R¢k Management Spe COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS 1. We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a. All expenses we incur. b. Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c. The cost of bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e. All court costs taxed against the insured in the "suit". However, these payments do not include attorneys' fees or attorneys' expenses taxed against the insured. f. Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. g. All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. These payments will not reduce the limits of insurance. 2. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee K 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"; assumed by the insured in the same "insured contract'; d. The allegations in the "suit" and the information we know about the "occurrence" or offense are such that no conflict appears to exist between the interests of the insured and the interests of the indemnitee; e. The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and f. The indemnitee: (1) Agrees in writing to: (a) Cooperate with us in the investigation, settlement or defense of the "suit"; (b) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (c) Notify any other insurer whose coverage is available to the indemnitee; and (d) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (2) Provides us with written authorization to: (a) Obtain records and other information related to the "suit"; and (b) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — Coverages — Coverage A — Bodily Injury And Property Damage Liability or Paragraph 2.e. of Section I — Coverages — Coverage B — Personal And Advertising Injury Liability, such payments will not be deemed to be damages for "bodily injury', "property damage" or "personal injury", and will not reduce the limits of insurance. b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and necessary c. The obligation to defend, or the cost of the litigation expenses as J - defense of, that indemnitee, has also been ends when: a„� rtwrna.g�ttxarw a A+lu Aolvate —21�wm— Risk Management specialistPage 10 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. OF Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY a. We have used up the applicable limit of workers" while performing duties insurance in the payment of judgments, related to the conduct of your settlements or medical expenses; or business; b. The conditions set forth above, or the terms of (b) To the spouse, child, parent, brother or the agreement described in Paragraph f. above, sister of that co -"employee" or are no longer met. "volunteer worker" as a consequence SECTION II —WHO IS AN INSURED of Paragraph (1)(a) above; 1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole owner. of the injury described in Paragraph (1)(a) or (b) above; or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with respect to the conduct of your business. care services. c. A limited liability company, you are an insured. Unless you are in the business or Your members are also insureds, but only with occupation of providing professional health respect to the conduct of your business. Your care services, Paragraphs (1)(a), (b), (c)and managers are insureds, but only with respect to (d) above do not apply to "bodily injury' their duties as your managers. arising out of providing or failing to provide first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or insured. Your "executive officers" and directors volunteer doctor. Any such "employees" or are insureds, but only with respect to their "volunteer workers" providing or failing to duties as your officers or directors. Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you respect to their liability as stockholders. will be deemed to be acting within the e. A trust, you are an insured. Your trustees are scope of their employment by you or also insureds, but only with respect to their performing duties related to the conduct of duties as trustees. your business. 2. Each of the following is also an insured: a. Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer (2) "Property damage" to property: (a) Owned, occupied or used by, (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Any person (other than your "employee" or "volunteer worker"), or any organization, while acting as your real estate manager. c. Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or u ` h eo�wigmad Misiun A� AM44 ® R6k Management SpeuAiit (2) Until your legal appointed. CG T1 00 02 19 m 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Coverage Part. e. Any person or organization that, with your express or implied consent, either uses or is responsible for the use of a watercraft that you do not own that is: (1) 50 feet long or less; and (2) Not being used to carry any person or property for a charge. 3. Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; 5 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. For the purposes of Paragraph 1. of Section II — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. An organization, other than a partnership, joint venture or limited liability company; or b. A trust; as indicated in its name or the documents that govern its structure. 4. Any person or organization that is a premises owner, manager or lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for 'bodily injury', "property damage" or "personal and advertising injury' that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury' caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of that part of any premises leased to you. The insurance provided to such premises owner, manager or lessor is subject to the following provisions: a. The limits of insurance provided to such premises owner, manager or lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such premises owner, manager or lessor does not apply to: (1) Any "bodily injury" or "property damage" that occurs, or "personal and advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such premises owner, manager or lessor. Any person or organization that is an equipment lessor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury', "property damage', or "personal and advertising injury' that: a. Is "bodily injury' or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use of equipment leased to you by such equipment lessor. The insurance provided to such equipment lessor is subject to the following provisions: a. The limits of insurance provided to such equipment lessor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such equipment lessor does not apply to any "bodily injury' or "property damage" that occurs, or "personal and advertising injury' caused by an offense that is committed, after the equipment lease expires. No person or organization is the conduct of any current Page 12 of 21 C 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. RAM�ggenwdDMsIm REVIE &APPRcvm BV: A- ju Aczv44 ® Risk Management Speaallst venture or limited liability company that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership, joint venture or limited liability company that otherwise qualifies as an insured under Section 11— Who Is An Insured. SECTION III — LIMITS OF INSURANCE 1. 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. 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. 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. Subject to Paragraph 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 injury" and "advertising injury' sustained by any one person or organization. 5. Subject to Paragraph 2. or 3. above, whichever applies, the Each Occurrence Limit is the most we will pay for the sum of: a. Damages under Coverage A; and b. Medical expenses under Coverage C; COMMERCIAL GENERAL LIABILITY a. The amount shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part; or b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in the Declarations of this Coverage Part. 7. Subject to Paragraph 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of "bodily injury' sustained by anyone person. 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. You 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, noticeshould 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. because of all "bodily injury" and "property damage" arising out of any one "occurrence" b. If a claim is made or "suit" is brought against For the purposes of determining the applicable any insured, you must: Each Occurrence Limit, all related acts or (1) Immediately record the specks of the omissions committed in providing or failing to claim or "suit" and the date received; and provide first aid or "Good Samaritan services" to (2) Notify us as soon as practicable. any one person will be deemed to be one You must see to it that we receive written notice "occurrence". of the claim or "suit" as soon as practicable. 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: c. You and any other involved insured must: (1) CIS T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office. Inc. with its permission. Immediately send demands, notice papers received RAMwg~dDMalnn claim or "suit; a? " \Q- Re:m�rs&APPROV®BY. A,j�, Ac V44 Risk Management Specialist - 01 us copies of any COMMERCIAL GENERAL LIABILITY (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. 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. The following provisions apply to Paragraph a. above, but only for purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1. or 2. of Section 11 —Who Is An Insured: (1) Notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an individual), any of your partners or members who is an individual (if you are a partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your "executive officers" or directors (if you are an organization other than a partnership, joint venture, or limited liability company), any of your trustees who is an individual (if you are a trust) or any "employee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, limited liability company or trust, and none of your partners, joint venture members, managers or trustees are individuals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by: (a) Any individual who is: (i) A partner or member of any partnership orjoint venture; (ii) A manager of any limited liability company; (iii) An executive officer or director of any other organization; or (iv) A trustee of any trust; that is your partner, joint venture member, manager or trustee; or (b) Any employee authorized by such partnership, joint venture, limited liability company, trust or other organization to give notice of an "occurrence" or offense. (3) Notice to us of such "occurrence" or offense will be deemed to be given as soon as practicable if it is given in good faith as soon as practicable to your workers' compensation insurer. This applies only if you subsequently give notice to us of the "occurrence" or offense as soon as practicable after any of the persons described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs arising out of a discharge, release or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does not affect that requirement. 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. Page 14 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office, Inc. with its permission. RAMOftr mdnlwDn I REVIEWED & APPRmm BY: ' A+f, Acvda ®' R6k Management SpetlaRst 01 COMMERCIAL GENERAL LIABILITY 4. Other Insurance (ii) That is insurance for "premises If valid and collectible other insurance is available to damage"; the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent As used anywhere in this Coverage Part, other not subject to any exclusion in this insurance means insurance, or the funding of Coverage Part that applies to losses, that is provided by, through or on behalf of: aircraft, "autos" or watercraft; (i) Another insurance company; (iv) That is insurance available to a premises owner, manager or (ii) Us or an of our affiliated insurance companies, Y P lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II — Occurrence Limit provision of Paragraph S. of Who Is An Insured, except when Section III — Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of Section III — equipment lessor that qualifies as Limits of Insurance applies because the an insured under Paragraph 5. of Amendment — Non Cumulation Each Section II — Who Is An Insured, Occurrence Limit Of Liability And d Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in this policy, (ill) Any risk retention group; or (b) Any of the other insurance, whether primary, excess, contingent or on any (iv) Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Other insurance does not include umbrella insured that does not qualify as a insurance, or excess insurance, that was bought named insured, under such other specifically to apply in excess of the Limits of insurance. Insurance shown in the Declarations of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to As used anywhere in this Coverage Part, other defend the insured against any "suit" if any insurer means a provider of other insurance. As other insurer has a duty to defend the used in Paragraph c. below, insurer means a insured against that "suit". If no other provider of insurance. insurer defends, we will undertake to do so, but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers. This insurance is primary except when (3) When this insurance is excess over other Paragraph b. below applies. If this insurance is insurance, we will pay only our share of the primary, our obligations are not affected unless amount of the loss, if any, that exceeds the any of the other insurance is also primary. sum of: Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and b. Excess Insurance (b) The total of all deductible and self - insured amounts under all that other (1) This insurance is excess over: insurance. (a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance (i) That is Fire, Extended Coverage, provision and was not bought specifically to Builder's Risk, Installation Risk or apply in excess similar coverage for "your work" shown in the De( Risk M nmwon PartRE" Db ^PPRO ®Sr ;. Risk Management Specialist CG T1 00 02 19 2017 The Travelers Indemnity Company. All rights reserved. 01 Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 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. d. Primary And Non -Contributory Insurance If Required By Written Contract If you specifically agree in a written contract or agreement that the insurance afforded to an insured under this Coverage Part must apply on a primary basis, or a primary and non- contributory basis, this insurance is primary to other insurance that is available to such insured which covers such insured as a named insured, and we will not share with that other insurance, provided that: (1) The "bodily injury' or "property damage" for which coverage is sought occurs; and (2) The "personal and advertising injury" for which coverage is sought is caused by an offense that is committed; subsequent to the signing of that contract or agreement by you. S. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of 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 By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon representations you made to us; and c. We have issued this policy in reliance upon your representations. The unintentional omission of, or unintentional error in, any information provided by you which we relied upon in issuing this policy will not prejudice your rights under this insurance. However, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with applicable insurance laws or regulations. 7. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Others To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named Insured shown in the Declarations written notice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. SECTION V — DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purposes of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication; and b. Regarding websites, only that part of a website that is about your gc for the purposes of Page 16 of 21 9 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. RWtMmaganm 2. "Advertising injury': a. Means injury caused by one or more of the following offenses: (1) Oral or written publication, including publication by electronic means, of material in your "advertisement" that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; (2) Oral or written publication, including publication by electronic means, of material in your "advertisement" that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light; or (3) Infringement of copyright, "title" or "slogan" in your "advertisement', provided that the claim is made or the "suit" is brought by a person or organization that claims ownership of such copyright, "title" or "slogan". b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 3. "Auto" means: a. A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b. Any other land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle insurance law, where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 4. "Bodily injury' means: a. Physical harm, including sickness or disease, sustained by a person; or b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease. S. "Broadcasting" means transmitting any audio or visual material for any purpose: a. By radio or television; or COMMERCIAL GENERAL LIABILITY b. In, by or with any other electronic means of communication, such as the Internet, if that material is part of: (1) Radio or television programming being transmitted; (2) Other entertainment, educational, instructional, music or news programming being transmitted; or (3) Advertising transmitted with any of such programming. 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 Paragraph 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 Paragraph a. above; (2) The activities of a person whose home is in the territory described in Paragraph 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 a "suit" on the merits in the territory described in Paragraph a. above, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 91 "Executive officer" means a person holding any of the officer positions created by your charter, constitution, bylaws or at document. Malt Mg. CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office. Inc. with its permission. olw.l� REVIEWED6APPROVED BY: A+ja A,w44 �. Risk Management Specialist COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency medical services for which no compensation is demanded or received. 11. "Hostile fire" means a fire which becomes uncontrollable or breaks out from where it was intended to be. 12. "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. 13. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of 14. premises that indemnities any person or organization for "premises damage" is not an "insured contract"; b. A sidetrack agreement; c. Any easement or license agreement, except 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", "property damage" or "personal injury' to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: (1) That indemnifies a railroad for "bodily injury' or "property damage" arising out of construction or demolition operations, within 50 feet of any railroad property and affecting any railroad bridge or trestle, Page 18 of 21 1s. tracks, roadbeds, tunnel, underpass or crossing; (2) That indemnities an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in Paragraph (2) above and supervisory, inspection, architectural or engineering activities. "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". "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". 16. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel or Risk Msns9anndDh6lm 'I,\` flEYIE &APPROV®Br. �. Risk Management Specialist 0 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office, Inc. with its permission. d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, 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 Paragraph a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, 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. Such land vehicles are considered "autos". 17. "Occurrence" means: a. An accident, including continuous or repeated exposure to substantially the same general harmful conditions; or COMMERCIAL GENERAL LIABILITY b. An act or omission committed in providing or failing to provide first aid or "Good Samaritan services" to a person, unless you are in the business or occupation of providing professional health care services. 18. "Personal and advertising injury' means "personal injury' or "advertising injury". 19. "Personal injury': a. Means injury, other than "advertising injury', caused by one or more of the following offenses: (1) False arrest, detention or imprisonment; (2) Malicious prosecution; (3) The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, provided that the wrongful eviction, wrongful entry or invasion of the right of private occupancy is committed by or on behalf of the owner, landlord or lessor of that room, dwelling or premises; (4) Oral or written publication, including publication by electronic means, of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, provided that the claim is made or the "suit" is brought by a person or organization that claims to have been slandered or libeled, or that claims to have had its goods, products or services disparaged; or (5) Oral or written publication, including publication by electronic means, of material that: (a) Appropriates a person's name, voice, photograph or likeness; or (b) Unreasonably places a person in a false light. b. Includes "bodily injury" caused by one or more of the offenses described in Paragraph a. above. 20. "Pollutants" mean any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes reconditioned orreclaimec wa,� RiskMwagamotDMs1ot f Rent , 6 APPROVED Eir ' A-j�, A&*44 ®' Risk Management SpeciMist CG T1 00 02 19 ® 2017 The Travelers Indemnity Company. All rights reserved. Of Includes copyrighted material of Insurance services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: a. With respect to the first paragraph of the exceptions in Exclusion j. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of seven or fewer consecutive days, including the contents of such premises; or b. With respect to the exception to Exclusions c. through n. in the last paragraph of Paragraph 2. of Section I — Coverage A — Bodily Injury And Property Damage Liability, "property damage" to any premises while rented to you for a period of more than seven consecutive days, or while temporarily occupied by you with permission of the owner, caused by: (1) Fire; (2) Explosion; (3) Lightning; (4) Smoke resulting from fire, explosion or lightning; or (5) Water. But "premises damage" under this Paragraph b. does not include "property damage" to any premises caused by. (1) Rupture, bursting, or operation of pressure relief devices; (2) Rupture or bursting due to expansion or swelling of the contents of any building or structure caused by or resulting from water; or (3) Explosion of steam boilers, steam pipes, steam engines or steam turbines. 22. "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 onejob site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b. Does not include "bodily injury' or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; (2) The existence of tools, uninstalled equipment or abandoned or unused materials; or (3) Products or operations for which the classification, listed in the Declarations or in a policy Schedule, states that products - completed operations are subject to the General Aggregate Limit. 23. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, "electronic data" is not tangible property. 24. "Slogan": a. Means a phrase that others use for the purpose of attracting attention in their advertising. b. Does not include a phrase used as, or in, the name of: (1) Any person or organization, other than you; or (2) Any business, nr any of the nrpmises. goods, products, person or organiz Page 20 of 21 ® 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc. with its permission. RAMsvugemmL DWWIan REVIEWED6 APPRmmBY: �. Risk Management Spetlkis[ 25. "Suit' means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury' to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 26. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- term workload conditions. 27. "Title" means a name of a literary or artistic work. 28. "Unsolicited communication" means any communication, in any form, that the recipient of such communication did not specifically request to receive. 29. "Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 30. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by. COMMERCIAL GENERAL LIABILITY (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, 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. 31. "Yourwork": 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. CG T1 00 02 19 0 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office, Inc. with its permission. .� Rlelenlanaganmrl)[vielnk REVIE D&APPRQVEDBV: ® Risk Management Specialist 01 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR TECHNOLOGY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered. A. Non -Owned Watercraft-75 Feet Long Or Less B. Who Is An Insured — Unnamed Subsidiaries C. Who Is An Insured — Employees — Supervisory Positions D. Who Is An Insured — Newly Acquired Or Formed Limited Liabil ity Companies E. Who Is An Insured — Liability For Conduct Of Unnamed Partnerships Or Joint Ventures F. Blanket Additional Insured — Persons Or Organizations For Your Ongoing Operations As Required By Written Contract Or Agreement G. Blanket Additional Insured — Broad Form Vendors H. Blanket Additional Insured — Controlling Interest PROVISIONS A. NON -OWNED WATERCRAFT — 75 FEET LONG OR LESS 1. The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I — COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is (a) 75 feet long or less; and (b) Not being used to carry any person or property for a charge; 2. The following replaces Paragraph 2.e. of SECTION II — WHO IS AN INSURED: e. Any person or organization that, with your I. Blanket Additional Insured — Mortgagees, Assignees, Successors Or Receivers J. Blanket Additional Insured —Governmental Entities — Permits Or Authorizations Relating To Premises K. Blanket Additional Insured — Governmental Entities — Permits Or Authorizations Relating To Operations L. Medical Payments —Increased Limit M. Blanket Waiver Of Subrogation N. Contractual Liability —Railroads O. Damage To Premises Rented To You is responsible for the use of a watercraft that you do not own that is: (1) 75 feet long or less; and (2) Not being used to carry any person or property for a charge. B. WHO IS AN INSURED — UNNAMED SUBSIDIARIES The following is added to SECTION II — WHO IS AN INSURED: Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a. You are the sole owner of, or maintain an ownership interest of more than 50% in, such subsidiary on the first day of the policy period; and express or Implied consent, either uses or b. Such subsidiary is similar other insurain, RIakr0,ageH0dDMdcn A.., Aaw44 CISD4 17 02 19 02017 The Travelers Indemnity Company. All rights reserved. Risk Management Specialist Includes copyrighted material of Insurance services Office, Inc. with its permissio COMMERCIAL GENERAL LIABILITY No such subsidiary is an insured for "bodily injury" or "property damage" that occurred, or "personal and advertising injury" caused by an offense committed: a. Before you maintained an ownership interest of more than 50% in such subsidiary; or b. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. For purposes of Paragraph 1. of Section 11 —Who Is An Insured, each such subsidiary will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. C. WHO IS AN INSURED — EMPLOYEES — SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II —WHO IS AN INSURED: Paragraphs (1)(a), (b) and (c) above do not apply to "bodily injury" to a co -"employee" while in the course of the co -"employee's" employment by you arising out of work by any of your "employees" who hold a supervisory position. D. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED LIMITED LIABILITY COMPANIES The following replaces Paragraph 3. of SECTION II —WHO IS AN INSURED: 3. Any organization you newly acquire or form, other than a partnership or joint venture, and of which you are the sole owner or in which you maintain an ownership interest of more than 50%, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only: (1) Until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier, if you do not report such organization in writing to us within 180 days after you acquire or form it; or (2) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organization, if you report such organization in writing to us within 180 days after you acquire or form it; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the 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. For the purposes of Paragraph 1. of Section 11 — Who Is An Insured, each such organization will be deemed to be designated in the Declarations as: a. A limited liability company; b. An organization, other than a partnership, joint venture or limited liability company; or c. A trust; as indicated in its name or the documents that govern its structure. E. WHO IS AN INSURED — LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS OR JOINT VENTURES The following replaces the last paragraph of SECTION II —WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations. This paragraph does not apply to any such partnership or joint venture that otherwise qualifies as an insured under Section II —Who Is An Insured. F. BLANKET ADDITIONAL INSURED — PERSONS OR ORGANIZATIONS FOR YOUR ONGOING OPERATIONS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT The following is added to SECTION II — WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Coverage Part and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contract or agreement; and b. Is caused, in whole or in part, by your acts or omissions in the pert operations to wh Page 2 of 5 ® 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office, Inc. with its permissip _ R1ekMwganrnID slime ftenewIDd APPRM BY, Agk, AaN44 �' Ruk Management Spedalist agreement applies or the acts or omissions of any person or organization performing such operations on your behalf. The limits of insurance provided to such insured will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. G. BLANKET ADDITIONAL INSURED - BROAD FORM VENDORS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury" or "property damage" that: a. Occurs subsequent to the signing of that contractor agreement; and b. Arises out of "your products" that are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such vendor does not apply to: (1) Any express warranty not authorized by you or any distribution or sale for a purpose not authorized by you; (2) Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked 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; (4) Any failure to make such inspections, adjustments, tests or servicing as vendors agree to perform or normally undertake to perform in the regular course of business, in connection with the distribution or sale of "your products"; (5) Demonstration, installation, servicing or repair operations, except such operations COMMERCIAL GENERAL LIABILITY performed at such vendor's premises in connection with the sale of "your products"; or (6) "Your products" that, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or on behalf of such vendor. Coverage under thi s provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompanying or containing such products; or b. Any vendor for which coverage as an additional insured specifically is scheduled by endorsement. H. BLANKET ADDITIONAL INSURED - CONTROLLING INTEREST 1. The following is added to SECTION II -WHO IS AN INSURED: Any person or organization that has financial control of you is an insured with respect to liability for "bodily injury", "property damage" or "personal and advertising injury' that arises out of: a. Such financial control; or b. Such person's or organization's ownership, maintenance or use of premises leased to or occupied by you. The insurance provided to such person or organization does not apply to structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 2. The following is added to Paragraph 4. of SECTION II - WHO IS AN INSURED: This paragraph does not apply to any premises owner, manager or lessor that has financial control of you. I. BLANKET ADDITIONAL INSURED - MORTGAGEES, ASSIGNEES, SUCCESSORS OR RECEIVERS The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is a mortgagee, assignee, successor or receiver and that you have agreed in a written -- - -- - - include as an additi Part is an insured, CG D4 17 02 19 O 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office, Inc. with its pen onal RdcMnugana dDlvt x but R�Ewm6ArrRoVEDEIr ., .� A-jj , "44 ® Risk Management Spedalist nissia if COMMERCIAL GENERAL LIABILITY liability as mortgagee, assignee, successor or receiver for "bodily injury", "property damage" or "personal and advertising injury" that: a. Is "bodily injury" or "property damage" that occurs, or is "personal and advertising injury" caused by an offense that is committed, subsequent to the signing of that contract or agreement; and b. Arises out of the ownership, maintenance or use of the premises for which that mortgagee, assignee, successor or receiver is required under that contract or agreement to be included as an additional insured on this Coverage Part. The insurance provided to such mortgagee, assignee, successor or receiver is subject to the following provisions: a. The limits of insurance provided to such mortgagee, assignee, successor or receiver will be the minimum limits that you agreed to provide in the written contract or agreement, or the limits shown in the Declarations, whichever are less. b. The insurance provided to such person or organization does not apply to: (1) Any "bodily injury' or "property damage" that occurs, or any "personal and advertising injury" caused by an offense that is committed, after such contract or agreement is no longer in effect; or (2) Any "bodily injury', "property damage" or "personal and advertising injury" arising out of any structural alterations, new construction or demolition operations performed by or on behalf of such mortgagee, assignee, successor or receiver. J. BLANKET ADDITIONAL INSURED - GOVERNMENTAL ENTITIES - PERMITS OR AUTHORIZATIONS RELATING TO PREMISES The following is added to SECTION II - WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to premises owned or occupied by, or rented or loaned to, you and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability 4- "b 1. construction, erection or removal of any of the following for which that governmental entity has issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations. K. BLANKET ADDITIONAL INSURED - GOVERNMENTAL ENTITIES - PERMITS OR AUTHORIZATIONS RELATING TO OPER- ATIONS The following is added to SECTION 11 - WHO IS AN INSURED: Any governmental entity that has issued a permit or authorization with respect to operations performed by you or on your behalf and that you are required by any ordinance, law, building code or written contract or agreement to include as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of such operations. The insurance provided to such governmental entity does not apply to: a. Any "bodily injury', "property damage" or "personal and advertising injury" arising out of operations performed for the governmental entity; or b. Any "bodily injury' or "property damage" included in the "products -completed operations hazard". L. MEDICAL PAYMENTS- INCREASEDLIMIT The following replaces Paragraph 7. of SECTION III - LIMITS OF INSURANCE: 7. Subject to Paragraph S. 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, and will be the higher of: a. $10,000; or b. The amount shown in the Declarations of this Coverage Part for Medical Expense Limit. M. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us, of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: r odlly Injury , property damage or personal If the insured has a_cp" '- and advertising injury" arising out of the agreement to waive existence, ownership, use, maintenance, repair, rwr'ner�o6ArraD&Apmwtowm6v: . recovery against any pe Ren a n111113 I: A+ j, Auvu(o Page 4 of 5 O 2017 The Travelers Indemnity Company. All rights reserved. MWIR Risk Management Spe pJut Includes copyrighted material of Insurance services Office, Inc. with its permissio waive our right of recovery against such person or organization, but only for payments we make because of: a. "Bodily injury" or "property damage" that occurs; or b. "Personal and advertising injury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. N. CONTRACTUAL LIABILITY —RAILROADS 1. The following replaces Paragraph c. of the definition of "insured contract" in the DEFINITIONS Section: c. Any easement or license agreement; COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted. O. DAMAGE TO PREMISES RENTED TO YOU The following replaces the definition of "premises damage" in the DEFINITIONS Section: "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner; or b. The contents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive days. CG D4 17 02 19 B 2017 The Travelers Indemnity Company. All rights reserved. Includes copyrighted material of Insurance services Office. Inc. with its permissic Rialt mowgmimt Dmaion x REtnerreo6 Appr vm By: ��' Risk Management SpenAut