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HomeMy WebLinkAboutPACIFIC INDUSTRIAL ELECTRIC (PACIFIC INTERNATIONAL ELECTRIC COMPANY INC.) INSURANCE ON FILE WORK MAY PROCEED UN'fk%SURPNCE EXIllkS A-2025-156 CITY CLE ,, DATE:SEP 3 0 2025 °'.Ywr, (m) AGREEMENT WITH PACIFIC INDUSTRIAL ELECTRIC TO PROVIDE fore Me�inoi{qZ� ELECTRICAL IMPROVEMENTS FOR CITY OF SANTA ANA THIS AGREEMENT is made and entered into on this 16th day of September, 2025 by and between Pacific International Electric Company Inc., doing business as Pacific Industrial Electric, ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On June 5,2025,the City issued Invitation for Bids ("IFB")No. 25-075,by which it sought qualified contractors to provide electrical improvements for the City's Corporate 'Yard. B. Contractor submitted a responsive proposal that was selected by the City. Contractor represents that it is able and willing to provide the services described in the scope of work that was included in IFB 25-075. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended during the term of this Agreement shall not exceed $796,707.12, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. City and Contractor agree that all payments due and owing under this Agreement shall be made through Automated Clearing House (ACH) transfers. Contractor agrees to execute the City's standard ACH Vendor Payment Authorization and provide required documentation. Upon verification of the data provided, the City will be authorized to deposit payments directly into Contractor's account(s) with financial institutions. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM a. This Agreement shall commence on the date first written above for a one(1)year term with the option for the City to grant a one(1)year extension, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 17, below. b. Contractor is to proceed with the procurement of long-lead-time materials, specifically including, but not limited to the switchgear, upon receipt of Phase 1 — Procurement Notice to Proceed. Proof of order with expected delivery date shall be submitted to City. The construction work shall be completed within 30 calendar days from the date of the Phase 2 - Full Notice to Proceed (Construction). c. If Contractor does not complete the work within the time periods noted in subsection b above, the City will suffer damage. It is impractical and infeasible to determine the amount of damage. Therefore, Contractor shall pay to the City,as fixed and liquidated damages and not as a penalty, the sum of 500 each and every calendar day of delay. The Contractor and Contractor's Surety shall be liable for the amount. If City for any cause authorizes or contributes to a delay,suspension of work or extension of time, its duration shall be added to the time allowed for completion, but shall not be deemed a waiver nor be used to defeat any right of the City to damages for non-completion or delay. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title S, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on"public works" and"maintenance"projects. If the services being performed are part of an applicable "public works" or"maintenance"project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to filly comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social I security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes,which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require any subcontractors to obtain and maintain insurance as described below for the entire Term of this Agreement against claims for injuries to persons or damage to property which may arise from or in connection with services, products and materials supplied to City. Total cost of such insurance shall be borne by Contractor. MINIMUM SCOPE AND LIMIT OF INSURANCE I. Commercial General Liability (CGL): Insurance ,Services Office Norm CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. Required policy limits can be met with primary and umbrella/excess insurance policies. 2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with limits no less than $1,000,000 combined single limits. In the event Contractor does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance, which can be lower than $1,000,000. 3. Workers' Compensation: as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, policy or employee, for bodily injury or disease. Coverage is not required if Contractor has no employees and signs request to waive such insurance. 4. Professional Liability Insurance: with limits no less than $1,000,000 per occurrence or claim, and$1,000,000 aggregate. If Contractor maintains broader coverage and/or higher limits than the minimum requirements for each line of coverage shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Other Insurance Provisions The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City, its City Council, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds, under Contractor's CGL,Professional Liability, and Automobile Liability policies, with respect to any liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Contractor's Insurance company(ics) agrees 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 Contractor under this Agreement. 3. For any claims related to this contract, Contractor's insurance coverage shall be primary and any insurance maintained by City, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds, ensuring that Contractor's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30) days prior written notice has been given to City.Ten(10)days prior written notice shall be provided to City for policy cancellation or non-renewal due to non-payment of premium. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Jose Medina, 20 Civic Center Plaza M-85, Santa Ana, CA 92701. The name and location of project must be included in the Description of Operations section of each certificate. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the State of California with a current A.M. Best rating of no less than ANII, unless otherwise acceptable to City. Verification of Coverage Contractor shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Contractor's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. 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. 8. BONDS Contractor shall furnish a bond to be approved by the City, in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond). This Contract shall not become effective until such bond is supplied to and approved by the City. 9. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1)for personal injury, damages,just compensation,restitution,judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages,just compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages,just compensation, restitution,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding.Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement,including costs,contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 11. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by Iaw, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information"shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that(a)has been disclosed in publicly available sources; (b) is,through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE a. Contractor covenants that it presently has no interests and shall not have interests,direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. b, No immediate family members of either the Mayor, City Council Member, or any appointed City Official, including appointed board and commission members, as defined under the City's Municipal Code, whose position with the City shall award or influence the award of this Agreement, or any competing contract or amendment thereof, shall be employed in any capacity by the Contractor or have any other direct or indirect financial benefit or interest in this Agreement. c. The section also prohibits the awarding of any agreement, contract, grant, or any amendment to those awards, to any former full-time employee for one-year from date of employee separation except for any Ca1PERS retiree as authorized by City Council resolution d. The Contractor must comply with all conflict of interest laws, ordinances, and regulations now in effect or hereafter to be enacted during the term of this Agreement. The Contractor warrants that it is not now aware of any facts which conflict with the prohibitions defined above. If the Contractor hereafter becomes aware of any facts that might reasonably be expected to create a conflict of interest, it must immediately make full written disclosure of such facts to the City. Pull written disclosure must include, but is not limited to, identification of all persons implicated and a complete description of all relevant circumstances. Failure to comply with the provisions of this paragraph will be a material breach of this Agreement. e. Contractor covenants that none of its directors, officers, employees, or agents shall participate in selecting or administrating any subcontract supported(in whole or in part) by City funds stemming from the Agreement where the awarding of the subcontract has any direct or indirect financial benefit or interest to any individual, as defined in subsections (b) and(c) above. 14. NON-DISCRIMINATION Contractor shall not discriminate because of race, color, creed,religion, sex,marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to,the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions; a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate, b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza(M-21) P.O. Box 1988 Santa Ana, California 92702 To Contractor: Pacific Industrial Electric Attention: Chris Michalski 230 N. Orange Avenue Brea, CA 92821 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new.address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four(24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 22. CALIFORNIA AIR RESOURCES BOARD (CARB) COMPLIANCE Contractor shall comply, and shall ensure all subcontractors comply, with all applicable requirements of the most current version of the regulations imposed by California Air Resources Board ("CARB") including, without limitation, all applicable terms of Title 13, California Code of Regulations Division 3, Chapter 9 and all pending amendments ("Regulation"). Throughout the Project, and for three (3) years thereafter, Contractor shall make available for inspection and copying any and all documents or information associated with Contractor and its subcontractors' fleets including, without limitation, the Certificates of Reported Compliance ("CRCs"), fuel/refiieling records, maintenance records, emissions records, and any other information the Contractor is required to produce, keep or maintain pursuant to the Regulation upon two (2) calendar days' notice from the City. Contractor shall be solely liable for any and all costs associated with compliance with the Regulation as well as for any and all penalties, fines, damages, or costs associated with any and all violations, or failures to comply with the Regulation. Contractor shall defend, indemnify and hold harmless the City, its officials, officers, employees and authorized volunteers free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Regulation. 23. COMMUNITY WORKFORCE AGREEMENT Contractor shall adhere to the City's Community Workforce Agreement(CWA), a pre-hire collective bargaining agreement, which establishes the labor relations policies and procedures for Contractor to follow in the crafts persons employed to complete the Project as more fully described in the CWA. The CWA may be found on the City's website at: CWA City of Santa Ana 12-20- 2023 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: - CITY OF S NTA AN J IFE LL ALVARO NUNEZ City Cler City Manager APPROVED AS TO FORM: CONTRACTOR: SONIA R. CARVALHO City Attorney Roxanne T�-l{ '`,'��/ Medina Ly L�� KyIe;Nellesen By-. Roxanne Medina Assistant City Attorney Title: CAO RECOMMENDED FOR APPROVAL: Radolfo Digitally signed by Rodolfo Rosas Rosa Date:2025.08.28 14:16:41 -07'00' RUDY ROSAS, P.E. Acting Executive Director Public Works Agency AC"R©® CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDDfYYYY) 8/6/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Tod Pradels NFP Prop& Casualty Sery Inc. PHONE FAX No:858-436-2442 363£ Nobel Drive Al N Ex 858-519-3235 Suite 340 E-MAIL ADDRESS: Tod.Pradels of .com San Diego CA 92122 INSURERS AFFORDING COVERAGE NAIL# License#,OF15715 INSURER A:Travelers Indemnity Company of Connecticut 25682 INSURED PACI€NT-03 INSURER B:Travelers Property Casualty Company of America 25674 Pacific International Electric Company, Inc.DBA: Pacific Industrial Electric INSURER C: Illinois Union Insurance Company 27960 230 N. Orange Ave. INSURERD:Travelers Casualty and Surety Company 19038 Brea GA 92821 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:839207755 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL.SUBR POLICY EFF POLICY EXP LTR POLICYNUMBER MM0D!'yYYY (MMIDI LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y C09X36997A 7/1/2025 711/2026 EACH DAMAGE TO RENTED OCCURRENCE $2,000,000 CLAIMS-MADE FxIOCCUR PREMISES Ea occurrence $300,000 I EXP(Any one person) $5,000 PERSONAL&ADV INJURY $2,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY FX PRO- JECT 0 LOC PRODUCTS-COMP/OP AGG $2,000,flDD OTHER: PI)Deductible $$2,500 B AUTOMOBILE LIABILITY Y Y 8109X370341 7/1/2025 7/112026 COMBINED SINGLE LIMIT Ea acci $1,OD0,000 dent X ANY AUTO BODILY INJURY(Per person} $ OWNED SCHEDULED BODILY INJURY Per accident AUTOS ONLY AUTOS ( ) $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR CUP9X373620 711/2025 7/1/2026 EACH OCCURRENCE $10,ODD,Ofl6 EXCESS ICLAIMS-MADE AGGREGATE $10,000,a00 DED X I RETENTION$1 ri nnn $ B WORKERS COMPENSATION Y UB9X370943 7/112025 7/1/2026 X STATUTE ERRH- AND EMPLOYERS'LIABILITY Y I N ANYPROPRIETORIPARTNEH!EXECUTIVE N E.L.EACH ACC€UENT OFFICER/MEMBER EXCLUDED? ❑ N1A $1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 It yes,describe under UESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Pollution Liability CEO G47411968 003 7/112025 7/1/2026 Retention-S5,004 3,000,000 C E&O/Professional Liab. Y CEO G47411968 003 71112025 7/112026 Retention-S15,000 3,000,ap0 ❑ Cr melEmpkcyee Theft 107112041 711/2025 7/1/2026 Retention-S10.000 2,001 DESCRIPTION OF OPERATIONS)LOCATIONS/VEHICLES {ACORD 101,Additional Remarks Schedule,may be attached it more space is required) Pollution Liability Policy#CEO G47411968 003 CONTRACTORS EMERGENCY RESPONSE AND CATASTROPHE MANAGEMENT COVERAGE(Coverage C.)included in Aggregate 1 Retention$25,000 Per Pollution Condition or Site Environmental Condition Re:Job#250703,City of Santa Ana,Attention:Public Works Agency—Jose Medina 220 S. Daisy Avenue, M-85 Santa Ana,CA 92703. City of Santa Ana, its City Council,officers,officials,employees,agents,and volunteers are included as additional insured with respects to general ad Automobile Liability.Waiver of subrogation in Favour of the certificate holder with respects to General Liability,Automobile Liability,Workers Compensation and Professional liability as required by written contract. CERTIFICATE HOLDER APPROVEDCANCELLATION OyTu Tran Aiguyen of 12:20Fm,Aug06.2025 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana Attention: Public Works Agency--Jose ACCORDANCE WITH THE POLICY PROVISIONS, Medina 220 S. Daisy Avenue, M-85 AUTHORIZED REPRESENTATIVE Santa Ana CA 92703 Tu Tran Digiully signed by r„T­M1ng„rea °7 � na,p;2cY25,ue.Ofi O 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD TRAVELERS J� WORKERS COMPENSATION HARTFORD CT 061$3 ONE TOWER SQUARE AND EMPLOYERS LIABILITY POLICY S� ENDORSEMENT WC 00 03 13 (00) - ooz POLICY NUMBER: UB-9X370943-25-26-G WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LOSS TO FURNISH THIS WAIVER. DATE OF ISSUE: 06-26-25 ST ASSIGN: PAGE 1 OF' 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 (1) Any "bodily injury", "Property damage or The following is added to SECTION II — WHO IS AN "personal injury" arising out of the providing, INSURED: or failure to provide, any professional Any person or organization that you agree in a architectural, engineering or surveying written contract or agreement to include as an services, including: additional insured on this Coverage Part is an (a) The preparing, approving, or failing to insured, but only: prepare or approve, maps, shop a. With respect to liability for "bodily injury" or drawings, opinions, reports, surveys, "property damage" that occurs, or for "personal field orders or change orders, or the injury" caused by an offense that is committed, preparing, approving, or failing to subsequent to the signing of that contract or prepare or approve, drawings and agreement and while that part of the contract or specifications; and agreement is in effect; and (b) Supervisory, inspection, architectural or b. If, and only to the extent that, such injury or engineering activities. damage is caused by acts or omissions of you or your subcontractor in the performance of "your (2) Any "bodily injury" or "property damage" work" to which the written contract or agreement caused by "your work" and included in the applies. Such person or organization does not "products-completed operations hazard" qualify as an additional insured with respect to unless the written contract or agreement the independent acts or omissions of such specifically requires you to provide such person or organization. coverage for that additional insured during The insurance provided to such additional insured is the policy period. subject to the following provisions: c. The additional insured must comply with the a. If the Limits of Insurance of this Coverage Part following duties: shown in the Declarations exceed the minimum limits required by the written contract or (1) Give us written notice as soon as practicable agreement, the insurance provided to the of an "occurrence" or an offense which may additional insured will be limited to such result in a claim. To the extent possible, such minimum required limits. For the purposes of notice should include: determining whether this limitation applies, the (a) How, when and where the "occurrence" minimum limits required by the written contract or or offense took place; agreement will be considered to include the minimum limits of any Umbrella or Excess (b) The names and addresses of any injured liability coverage required for the additional persons and witnesses; and insured by that written contract or agreement. This provision will not increase the limits of (c) The nature and location of any injury or insurance described in Section III — Limits Of damage arising out of the "occurrence" Insurance. or offense. b. The insurance provided to such additional (2) If a claim is made or"suit" is brought against insured does not apply to: the additional insured: CG D2 46 0419 0 2018 The Travelers Indemnity Company. All rights reserved. Page 1 of 2 COMMERCIAL GENERAL LIABILITY (a) Immediately record the specifics of the (4) Tender the defense and indemnity of any claim or"suit" and the date received; and claim or "suit" to any provider of other (b) Notify us as soon as practicable and see insurance which would cover such additional to it that we receive written notice of the insured for a loss we cover. However, this claim or"suit" as soon as practicable. condition does not affect whether the (3) Immediately send us copies of all legal insurance provided to such additional insured is primary to other insurance papers received in connection with the claim or "suit", cooperate with us in the available to such additional insured which covers that person or organization as a investigation or settlement of the claim or named insured as described in Paragraph 4., defense against the "suit", and otherwise named Insurance, of Section IV-- Commercial comply with all policy conditions. General Liability Conditions. Page 2 of 2 0 2018 The Travelers Indemnity Company. All rights reserved. CG D2 46 04 19 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 Insured under this policy. The words "we", us and p y period, no insured listed "our" refer to the company providing this insurance. under Paragraph I. of Section II — Who Is 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 1. Insuring Agreement have been known prior to the policy period. 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 II — 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 at the earliest time when an insured listed (1) The amount we will pay for damages is y 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 pro,0ded 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" or "property damage" has "property damage"only if: occurred or has begun to occur. CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY e. Damages because of "bodily injury" include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at alcoholic beverages, any time from the"bodily injury". This exclusion applies only if you are in the 2. Exclusions business of manufacturing, distributing, selling, This insurance does not apply to: serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a a. Expected Or Intended Injury person to bring alcoholic beverages on your "Bodily injury"or"property damage" expected or premises, for consumption on your premises, intended from the standpoint of the insured. whether or not a fee is charged or a license is This exclusion does not apply to "bodily injury" required for such activity, is not by itself or "property damage" resulting from the use of considered the business of selling, serving or reasonable force to protect persons or property. furnishing alcoholic beverages. b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for which Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law. apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury'to: of the contractor agreement; or ( (1) An "employee" of the insured arising out of 2) Assumed in a contract or agreement that is and in the course of; an "insured contract", provided that the a Employment b the insured "bodily injury" or "property damage" occurs ( 1Y , or subsequent to the execution of the contract (b) Performing duties related to the or agreement, Solely for the purposes of conduct of the insured's business; or liability assumed in an "insured contract", (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and necessary of that "employee" as a consequence of litigation expenses incurred by or for a party Paragraph (1)above, other than an insured will be deemed to be damages because of "bodily injury" or This exclusion applies whether the insured may "property damage", provided that: be liable as an employer or in any other capacity and to any obligation to share damages with or (a) Liability to such party for, or for the repay someone else who must pay damages cost of, that party's defense has also because of the injury, been assumed in the same "insured contract"; and This exclusion does not apply to liability assumed by the insured under an "insured (b) Such attorneys' fees and litigation contract", expenses are for defense of that party f. Pollution against a civil or alternative dispute resolution proceeding in which (1) "Bodily injury" or "property damage" arising damages to which this insurance out of the actual, alleged or threatened applies are alleged. discharge, dispersal, seepage, migration, c. Liquor Liability release or escape of"pollutants": "Bodily injury' or "property damage" for which (a) At or from any premises, site or any insured may be held liable by reason of: location which is or was at any time owned or occupied by, or rented or (1) Causing or contributing to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to: (2) The furnishing of alcoholic beverages to a (I) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the influence of alcohol; or fumes, vapor or soot produced by or originating from equipment that Page 2 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY is used to heat, cool or dehumidify to perform the normal electrical, the building, or produced by or hydraulic or mechanical functions originating from equipment that is necessary for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, lubricants or other their guests; operating fluids escape from a (ii) "Bodily injury' or "property vehicle part designed to hold, store damage" for which you may be or receive them. This exception held liable, if you are a contractor does not apply if the "bodily injury" and the owner or lessee of such or"property damage" arises out of premises, site or location has been the intentional discharge, dispersal added to your policy as an or release of the fuels, lubricants additional insured with respect to or other operating fluids, or if such your ongoing operations performed fuels, lubricants or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, contractor or insured;or subcontractor; (iii) "Bodily Injury' or "property (ii) "Bodily �' injury' or "property damage" arising out of heat, smoke or fumes from a "hostile damage sustained within a building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time in connection with operations being used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontractor; or processing or treatment of waste; (c) If such "pollutants" are or were at any (iii) "Bodily injury' or "property time transported, handled, stored, damage" arising out of heat, treated, disposed of, or processed as smoke or fumes from a "hostile waste by or for; fire'; or (i) Any insured; or (e) At or from any premises, site or location on which any insured or any (ii) Any person or organization for contractors or subcontractors working whom you may be legally responsible; directly or indirectly on any insured's behalf are or were at any time (d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontractors working treat, detoxify or neutralize, or in any directly or indirectly on any insured's way respond to, or assess the effects - behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the premises, site or location in connection (2) Any loss, cost or expense arising out of with such operations by such insured, any, contractor or subcontractor. However, (a) Request, demand, order or statutory or this subparagraph does not apply to: regulatory requirement that any insured (i) 'Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, lubricants or other neutralize, or in any way respond to, or operating fluids which are needed assess the effects of,"pollutants"; or CG T1 QQ 0219 O 2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or removing, containing, treating, detoxifying or neutralizing, or in any I6) An aircraft that is: way responding to, or assessing the (a) Chartered with a pilot to any insured; effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft,Auto Or Watercraft (c) Not being used to carry any person or "Bodily injury" or "property damage" arising out property for a charge. of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any aircraft, "auto" or "Bodily injury" or"property damage" arising out watercraft owned or operated by or rented or of: loaned to any insured. Use includes operation 1 The transportation of "mobile equipment" and "loading or unloading". O P This exclusion applies even if the claims by an "auto" owned or operated by or rented or loaned to any insured; or against any insured allege negligence or other wrongdoing in the supervision, hiring, (2) The use of "mobile equipment" in, or while employment, training or monitoring of others by in practice for, or while being prepared for, that insured, if the "occurrence" which caused any prearranged racing, speed, demolition, the"bodily injury' or"property damage" involved or stunting activity. the ownership, maintenance, use or i. War entrustment to others of any aircraft, "auto" or "Bodily injury" or"property damage" arising out watercraft that is owned or operated by or of: rented or loaned to any insured. This exclusion does not apply to: (1) War, including undeclared or civil war; (1) A watercraft while ashore on premises you (2) Warlike action by a military force, including action in hindering or defending against an own or rent; actual or expected attack, by any (2) A watercraft you do not own that is: government, sovereign or other authority (a) 50 feet long or less; and using military personnel or other agents; or (b) Not being used to carry any person or (3) Insurrection, rebellion, revolution, usurped property for a charge; power, or action taken by governmental (3) Parking an "auto" on, or on the ways next authority in hindering or defending against any of these, to, premises you own or rent, provided the "auto" is not owned by or rented or loaned j• Damage To Property to you or the insured; "Property damage"to: (4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract" for the ownership, maintenance or including any costs or expenses incurred use of aircraft or watercraft; by you, or any other person, organization or (6) "Bodily injury" or "property damage" arising entity, for repair, replacement, out of: enhancement, restoration or maintenance of such property for any reason, including (a} The operation of machinery or prevention of injury to a person or damage equipment that is attached to, or part of, a land vehicle that would qualify as to another's property; "mobile equipment" under the definition (2) Premises you sell, give away or abandon, if of "mobile equipment" if such land the "property damage" arises out of any vehicle were not subject to a part of those premises; compulsory or financial responsibility (3) Property loaned to you; law, or other motor vehicle insurance (4) Personal property in the care, custody or law, where it is licensed or principally control of the insured; garaged; or Page 4 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (5) That particular part of real property on accidental physical injury to "your product" or which you or any contractors or "your work" after it has been put to its intended subcontractors working directly or indirectly use. on your behalf are performing operations, if n. Recall Of Products,Work Or Impaired the property damage arises out of those Property operations; or Damages claimed for any loss, cost or expense (6) That particular part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, recall, inspection, repair, because "your work" was incorrectly replacement, adjustment, removal or disposal performed on it. of: Paragraphs (1), (3) and (4) of this exclusion do (1) "Your product"; not apply to "premises damage". A separate (2) "Your work"; or limit of insurance applies to"premises damage" as described in Paragraph 6. of Section III {3) "Impaired property ; Limits Of Insurance. if such product, work, or property is withdrawn Paragraph (2)of this exclusion does not apply if or recalled from the market or from use by any the premises are "your work" and were never person or organization because of a known or occupied, rented or held for rental by you, suspected defect, deficiency, inadequacy or Paragraphs (3), (4), (5) and (6) of this dangerous condition in it. exclusion do not apply to liability assumed o. Personal And Advertising Injury under a sidetrack agreement. "Bodily injury" arising out of "personal and Paragraph (6) of this exclusion does not apply advertising injury". to "property damage" included in the"products- p. Electronic Data completed operations hazard". Damages arising out of the loss of, loss of use k. Damage To Your Product of, damage to, corruption of, inability to access, "Property damage" to"your product" arising out or inability to manipulate"electronic data". of it or any part of it, However, this exclusion does not apply to I. Damage To Your Work liability for damages because of"bodily injury". "Property damage" to "your work" arising out of q. Unsolicited Communication it or any part of it and included in the"products- "Bodily injury" or"property damage" arising out completed operations hazard". of any actual or alleged violation of any law that This exclusion does not apply if the damaged restricts or prohibits the sending, transmitting work or the work out of which the damage or distributing of"unsolicited communication". arises was performed on your behalf by a subcontractor. r. Access Or Disclosure Of Confidential Or m. Damage To Impaired Property Or Property Personal Information Not Physically Injured "Bodily injury" or "property damage" arising out of any access to or disclosure of any person's "Property damage" to "impaired property" or or organization's confidential or personal property that has not been physically injured, information. arising out of: (1) A defect, deficiency, inadequacy or S. Asbestos dangerous condition in "your product" or (1) "Bodily injury" or"property damage" arising "your work"; or out of the actual or alleged presence or (2) A delay or failure by you or anyone acting actual, alleged or threatened dispersal of on your behalf to perform a contract or asbestos, asbestos fibers or products agreement in accordance with its terms. containing asbestos, provided that the This exclusion does not apply to the foss of use "bodily injury" or "property damage" iscaused or contributed to by the hazardous of other property arising out of sudden and properties of asbestos. CG T1 00 0219 O=7 The Travelers Indemnity Company.All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services 011ce, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) "Bodily injury" or"property damage" arising employment-related practices described in out of the actual or alleged presence or Paragraph (a), (b), or(c)above is directed. actual, alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal irritant be liable as an employer or in any other capacity or contaminant, including smoke, vapors, and to any obligation to share damages with or soot, fumes, acids, alkalis, chemicals and repay someone else who must pay damages waste, and that are part of any claim or because of the"bodily injury". "suit" which also alleges any "bodily injury" Exclusions c, through n. do not apply to "premises or "property damage" described in damage". A separate limit of insurance applies to Paragraph(1) above. "premises damage" as described in Paragraph 6.of (3) Any loss, cost or expense arising out of Section III— Limits Of Insurance. any: COVERAGE B—PERSONAL.AND ADVERTISING (a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or becomes legally obligated to pay as damages neutralize, or In any way respond to, or because of "personal and advertising injury" to assess the effects of, asbestos, which this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages, However, we will (b) Claim or suit by or on behalf of any have no duty to defend the insured against any governmental authority or any other "suit" seeking damages for "personal and person or organization because of advertising injury" to which this insurance does testing for, monitoring, cleaning up, not apply. We may, at our discretion, removing, containing, treating, investigate any offense and settle any claim or detoxifying or neutralizing, or In any "suit"that may result. But: way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in Section III — Limits products containing asbestos. Of Insurance; and t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury"to: have used up the applicable limit of (1) A person arising out of any: insurance In the payment of judgments or (a) Refusal to employ that person; settlements under Coverages A or B or (b) Termination of that person's medical expenses under Coverage C. employment; or No other obligation or liability to pay sums or perform acts or services is covered unless (c) Employment-related practice, policy,act or omisslon, such as coercion, explicitly provided for under Supplementary demotion, evaluation, reassignment, Payments. discipline, failure to promote or b. This Insurance applies to "personal and advance, harassment, humiliation, advertising injury" caused by an offense arising discrimination, libel, slander, violation out of your business but only if the offense was of the person's right of privacy, committed in the "coverage territory" during the malicious prosecution or false arrest, policy period. detention or imprisonment applied to or 2. Exclusions directed at that person, regardless of whether such practice, policy, act or This insurance does not apply to: omission occurs, is applied or is a. Knowing Violation Of Rights Of Another committed before, during or after the "Personal and advertising injury" caused by or time of that person's employment; or at the direction of the insured with the (2) The spouse, child, parent, brother or sister knowledge that the act would violate the rights of that person as a consequence of"bodily of another and would inflict "personal and injury" to that person at whom any of the advertising injury". Page 6 of 21 a 2017 The Travelers Indemnity Company,All rights reserved. CG T1 00 0219 Includes copyrighted material of Insurance Services Office, lnc.with Its permission. COMMERCIAL GENERAL LIABILITY This exclusion does not apply to "personal against a civil or alternative dispute injury"caused by malicious prosecution. resolution proceeding in which b. Material Published With Knowledge Of damages to which this insurance Falsity applies are alleged. "Personal and advertising injury' arising out of f. Breach Of Contract oral or written publication, including publication "Advertising injury' arising out of a breach of by electronic means, of material, if done by or at contract. the direction of the insured with knowledge of g. Quality Or Performance Of Goods—Failure its falsity. To Conform To Statements c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure of Period goods, products or services to conform with (1) "Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, including in your"advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before the beginning of the policy period; or "Advertising injury" arising out of the wrong (2) "Advertising injury" arising out of description of the price of goods, products or infringement of copyright, "title" or"slogan" services stated in your"advertisement". in your "advertisement" whose first i. Intellectual Property infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any actual or alleged infringement or violation of policy period• any of the following rights or laws, or any other d. Criminal Acts "personal and advertising injury" alleged in any "Personal and advertising injury" arising out of a claim or "suit" that also alleges any such infringement or violation: criminal act committed by or at the direction of the insured. (1) Copyright; e. Contractual Liability (2) Patent; "Personal and advertising injury" for which the (3) Trade dress; insured has assumed liability in a contract or (4) Trade name; agreement, This exclusion does not apply to (6) Trademark; liability for damages: (1) That the insured would have in the absence (6) Trade secret; or of the contract or agreement; or (7) Other intellectual property rights or laws. (2) Because of "personal injury" assumed by This exclusion does not apply to: you in a contract or agreement that is an (1) "Advertising injury" arising out of any actual "Insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in committed subsequent to the execution of your"advertisement"; or the contract or agreement. Solely for the purposes of liability assumed by you in an (2) Any other "personal and advertising injury" "insured contract", reasonable attorneys' alleged in any claim or "suit" that also - fees and necessary litigation expenses alleges any such infringement or violation incurred by or for a party other than an of another's copyright, "title" or "slogan" in insured will be deemed to be damages your"advertisement", because of"personal injury", provided that: j. Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses cost of, that party's defense has also "Personal and advertising injury" caused by an been assumed by you in the same offense committed by an insured whose "insured contract"; and business is: (b) Such attorneys' fees and litigation expenses are for defense of that party (1) Advertising, "broadcasting" or publishing; CG T1 00 0219 O 2017 The Travelers Indemnity Company.All rights reserved. . Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY (2) Designing or determining content of neutralizing, or in any way responding to, or websites for others; or assessing the effects of, "pollutants". (3) An Internet search, access, content or o. War service provider. "Personal and advertising injury' arising out of: However, this exclusion does not apply to (1) War, including undeclared or civil war; Paragraphs a.(1), (2) and (3)of the definition of "personal injury". (2) Warlike action by a military force, including action in hindering or defending against an For the purposes of this exclusion: actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or (3) Insurrection, rebellion, revolution, usurped newsletters about your goods, products or power, or action taken by governmental services will not be considered the authority in hindering or defending against business of publishing;and any of these. (2) The placing of frames, borders or links, or p, Unsolicited Communication advertising, for you or others anywhere on the Internet will not, by itself, be considered "Personal and advertising injury" arising out of the business of advertising, "broadcasting" any actual or alleged violation of any law that or publishing. restricts or prohibits the sending, transmitting or distributing of"unsolicited communication". k. Electronic Chatrooms Or Bulletin Boards q, Access Or Disclosure Of Confidential Or 'Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury" arising out of insured hosts or owns, or over which the any access to or disclosure of any person's or insured exercises control. organization's confidential or personal I. Unauthorized Use Of Another's Name Or information. Product r. Asbestos "Personal and advertising injury" arising out of (1) "Personal and advertising injury"arising out the unauthorized use of another's name or of the actual or alleged presence or actual, product in your e-mail address, domain name or alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed "Personal and advertising injury' arising out of to by the hazardous properties of asbestos, the actual, alleged or threatened discharge, (2) "Personal and advertising injury"arising out dispersal, seepage, migration, release or of the actual or alleged presence or actual, escape of"pollutants" at anytime. alleged or threatened dispersal of any solid, liquid, gaseous or thermal irritant or In. Pollution-Related contaminant, including smoke, vapors, Any loss, cost or expense arising out of any: soot, fumes, acids, alkalis, chemicals and waste and that are part of any claim or O Request, demand, order or statutory or "suit" which also alleges an "personal and regulatory requirement that any insured or 9 Y others test for, monitor, clean up, remove, advertising injury" described in Paragraph contain, treat, detoxify or neutralize, or in (1)above. any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any: (2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization because of testing for, or others test for, monitor, clean up, monitoring, cleaning up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or Page 8 of 21 a 2017 The Travelers indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services office, Inc, with its permission. COMMERCIAL GENERAL LIABILITY assess the effects of, asbestos, (3) Because of your operations; asbestos fibers or products containing provided that: asbestos; or (b) Claim or suit by or on behalf of any (a) The accident takes place in the "coverage governmental authority or any other territory' and during the policy period; person or organization because of (b) The expenses are incurred and reported to testing for, monitoring, cleaning up, us within one year of the date of the removing, containing, treating, accident; and detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to, or assessing the at our expense, by physicians of our choice effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments regardless of s. Employment-Related Practices fault. These payments will not exceed the "Personal injury"to: applicable limit of insurance. We will pay (1) A person arising out of any: reasonable expenses for; (a) Refusal to employ that person; (1) First aid administered at the time of an accident; (b) Termination of that person's (2) Necessary medical, surgical, X-ray and employment; or dental services including prosthetic (c) Employment-related practice, policy, devices; and act or omission, such as coercion, (3) Necessary ambulance, hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or advance, harassment, humiliation, 2• Exclusions discrimination, libel, slander, violation We will not pay expenses for"bodily injury": of the person's right of privacy, a. Any Insured malicious prosecution or false arrest, To any insured, except"volunteer workers". detention or imprisonment applied to or directed at that person, regardless of b. Hired Person whether such practice, policy, act or To a person hired to do work for or on behalf of omission occurs, is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premises time of that person's employment; or {2} The spouse, child, parent, brother or sister To a person injured on that part of premises of that person as a consequence of You own or rent that the person normally "personal injury" to that person at whom occupies, any of the employment-related practices d. Workers' Compensation And Similar Laws described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the"bodily injury" are This exclusion applies whether the insured may payable or must be provided under a workers' be liable as an employer or in any other capacity compensation or disability benefits law or a and to any obligation to share damages with or similar law. repay someone else who must pay damages e. Athletics Activities because of the"personal injury". To a person injured while practicing, instructing COVERAGE C—MEDICAL PAYMENTS or participating in any physical exercises or 1. Insuring Agreement games, sparks, or athletic contests. a. We will pay medical expenses as described f. Products-Completed Operations Hazard below for"bodily injury"caused by an accident: Included within the "products-completed (1) On premises you own or rent; operations hazard". (2) On ways next to premises you own or rent; g• Coverage A Exclusions or Excluded under Coverage A. CG T1 00 0219 O 2017 The Travelers Indemnity Company.All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY SUPPLEMENTARY PAYMENTS assumed by the insured in the same "Insured 1. We will pay, with respect to any claim we contract"; investigate or settle, or any"suit" against an insured d. The allegations in the "suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between a. All expenses we incur, the interests of the insured and the interests of b. Up to$2,500 for the cost of bail bonds required the indemnitee; because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any vehicle to which conduct and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to furnish these bonds, we can assign the same counsel to defend the c. The cost of bonds to release attachments, but insured and the indemnitee; and only for bond amounts within the applicable limit f. The indemnitee: of insurance. We do not have to furnish these bonds. (1) Agrees in writing to: (a) Cooperate with us in the investigation, d. All reasonable expenses incurred by the settlement or defense of the"suit'; insured at our request to assist us in the (b) Immediately send us copies of any investigation or defense of the claim or "suit", demands, notices, summonses or legal including actual loss of earnings up to $500 a papers received in connection with the day because of time off from work. "suit"; e. All court costs taxed against the insured in the (c) Notify any other insurer whose "suit'. However, these payments do not include coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and against the insured, (d) Cooperate with us with respect to f. Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2) Provides us with written authorization to: insurance, we will not pay any prejudgment interest based on that period of time after the (a) Obtain records and other information offer, related to the"sult"; and g. All interest on the full amount of any judgment (b) Conduct and control the defense of the that accrues after entry of the judgment and indemnitee in such "suit". before we have paid, offered to pay, or So long as the above conditions are met, attorneys' deposited in court the part of the judgment that fees incurred by us in the defense of that is within the applicable limit of insurance, indemnitee, necessary litigation expenses incurred These payments will not reduce the limits of by us and necessary litigation expenses incurred by Insurance. the indemnitee at our request will be paid as 2. If we defend an insured against a "suit" and an Supplementary Payments. Notwithstanding the provisions of Paragraph 2.b.(2) of Section I — indemnitee of the insured is also named as a party Coverages — Coverage A — Bodily Injury And to the "suit", we will defend that indemnitee if all of property Damage Liability or Paragraph 2.e. of the following conditions are met: Section I — Coverages — Coverage B — Personal a. The "suit" against the indemnitee seeks And Advertising Injury Liability, such payments will damages for which the insured has assumed not be deemed to be damages for "bodily injury", the liability of the indemnitee in a contract or "property damage" or "personal injury", and will not agreement that is an "insured contract"; 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 Supplementary Payments defense of, that indemnitee, has also been ends when: I Page 10 of 21 O 2017 The Travelers indemnity Company.All rights reserved. CG T1 00 0219 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 b. A partnership or joint venture, you are an (1)(a)or(b) above; or insured. Your members, your partners, and (d) Arising out of his or her providing or their spouses are also insureds, but only with failing to provide professional health 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) managers are insureds, but only with respect to and (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: (2) "Property damage"to property: a. Your "volunteer workers" only while performing (a) Owned, occupied or used by; duties related to the conduct of your business, (b) Rented to, in the care, custody or or your "employees", other than either your control of, or over which physical "executive officers" (if you are an organization control Is being exercised for any other than a partnership, joint venture or limited purpose by; liability company) or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for acts workers", any partner or member(if you are within the scope of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are p y) insureds for: b. Any person (other than your "employee" or "volunteer worker"), or any organization, while (1) 'Bodily injury" or"personal injury": acting as your real estate manager. (a) To you,to your partners or members (if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only: liability company), to a co-"employee" while in the course of his or her (1) With respect to liability arising out of the employment or performing duties maintenance or use of that property; and related to the conduct of your (2) Until your legal representative has been business, or to your other "volunteer appointed. CG T1 00 0219 ©2017 The Travelers Indemnify Company.All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with respect to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is subject to the following e. Any person or organization that, with your provisions: express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you y agreed to provide in the (1) 50 feet long or less; and written contract or agreement, or the limits (2) Not being used to carry any person or shown in the Declarations, whichever are less. property for a charge, b. The insurance provided to such premises 3. Any organization you newly acquire or form, other owner, manager or lessor does not apply to: than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of which you are the sole owner or in that occurs, or "personal and advertising which you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you cease to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new construction or a. Coverage under this provision Is afforded only demolition operations performed by or on until the 180th day after you acquire or form the behalf of such premises owner, manager or organization or the end of the policy period, lessor. whichever is earlier; 5. Any person or organization that is an equipment b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that occurred before you or agreement to include as an additional insured on acquired or formed the organization; and this Coverage Part is an insured, but only with c. Coverage B does not apply to "personal and respect to liability for "bodily injury", "property advertising injury" arising out of an offense damage", or"personal and advertising injury"that: committed before you acquired or formed the a. Is "bodily injury" or "property damage" that organization. occurs, or is "personal and advertising injury" For the purposes of Paragraph 1. of Section II s caused by an offense that is committed, Who Is An Insured, each such organization will be subsequent to the signing of that contract or deemed to be designated in the Declarations as; agreement; and a. An organization, other than a partnership, joint b. Is caused, in whole or in part, by your acts or omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b. A trust; lessor. as indicated in its name or the documents that The insurance provided to such equipment lessor is govern its structure. subject to the following provisions: The limits of insurance provided to such 4. Any person or organization that is a premises a. equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or - in awritten contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less, insured, but only with respect to liability for "bodily injury", "property damage" or "personal and b• The insurance provided to such equipment advertising injury"that: lessor does not apply to any "bodily injury" or "property damage" that occurs, or "personal a. Is "bodily injury' or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires, subsequent to the signing of that contract or No person or organization is an insured with respect to agreement; and the conduct of any current or past partnership, joint Page 12 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc. with its permission. COMMERCIAL GENERAL LIABILITY venture or limited liability company that is not shown as a. The amount shown for the Damage To a Named Insured in the Declarations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or Declarations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the insured under Section 11--Who Is An Insured. Damage To Premises Rented To You Limit in SECTION Ill—LIMITS OF INSURANCE the Declarations of this Coverage Part. 1. The Limits of Insurance shown in the Declarations 7. Subject to Paragraph 5. above, the Medical and the rules below fix the most we will pay Expense Limit is the most we will pay under regardless of the number of: Coverage C for all medical expenses because of "bodily injury" sustained by anyone person. a. Insureds; The Limits of Insurance of this Coverage Part apply b. Claims made or"suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making claims or remaining period of less than 12 months, starting with bringing"suits". the beginning of the policy period shown in the 2. The General Aggregate Limit is the most we will pay Declarations, unless the policy period is extended after for the sum of: issuance for an additional period of less than 12 months. In that case, the additional period will be a. Medical expenses under Coverage C; deemed part of the last preceding period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. because of"bodily injury" or"property damage" SECTION IV—COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the 3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages because of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed Claim Or Suit operations hazard". 4. Subject to Paragraph 2. above, the Personal And a. You must see to it that we are notified as soon Advertising Injury Limit is the most we will pay as practicable of an 'occurrence" or an offense under Coverage B for the sum of all damages which may result in a claim, To the extent because of all "personal injury" and "advertising possible, notice should include: injury"sustained by any one person or organization. (1) How, when and where the "occurrence" or S. Subject to Paragraph 2. or 3. above, whichever offense took place; applies, the Each Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and a. Damages under Coverage A; and (3) The nature and location of any injury or b. Medical expenses under Coverage C; damage arising out of the "occurrence" or offense, because of all "bodily injury" and "property damage" b. If a claim is made or "suit" is brought arising out of any one"occurrence against g For the purposes of determining the applicable any insured,you must: Each Occurrence Limit, all related acts or (1) Immediately record the specifics 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 S. above, the Damage To c. You and any other involved insured must: Premises Rented To.You Limit is the most we will (1) Immediately send us copies of any pay under Coverage A for damages because of demands, notices, summonses or legal "premises damage" to any one premises. The g Damage To Premises Rented To You Limit will be: papers received in connection with the claim or"suit'; CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY (2) Authorize us to obtain records and other (iii) An executive officer or director of information; any other organization; or (3) Cooperate with us in the investigation or (iv)A trustee of any trust; settlement of the claim or defense against that is your partner, joint venture the"suit"; and member, manager or trustee; or (4) Assist us, upon our request, in the (b) Any employee authorized by such enforcement of any right against any partnership, person or organization which may be liable li p, joint venture, limited to the insured because of injury or damage liability company, trust or other to which this insurance may also apply. organization to give notice of an "occurrence"or offense. d. No insured will, except at that insured's own (3) Notice to us of such "occurrence" or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or incur any expense, other than for as practicable if it is given in good faith as first aid,without our consent. soon as practicable to p your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons —Who is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense (1} Notice to us of such "occurrence" or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may practicable only after the "occurrence" or apply offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for"bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of"pollutants" "executive officers" or directors (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company),any of your trustees who is an individual (if Paragraph e.does not affect that requirement. you are a trust) or any "employee" 3. Legal Action Against Us authorized by you to give notice of an No person or organization has a right under this "occurrence"or offense. Coverage Part: (2) If you are a partnership, joint venture, a. To join us as a party or otherwise bring us into limited liability company or trust, and none a "suit"asking for damages from an insured; or of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the"occurrence"or offense is known by: an insured; but we will not be liable for damages (a) Any individual who is: that are not payable under the terms of this Coverage Part or that are in excess of the (i) A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's (ii) A manager of any limited liability company; legal representative. Page 14 Of 21 O 2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Once, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 4. Other Insurance (h) 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 any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of Each under Paragraph 4. of Section II— Occurrence Limit provision of Paragraph 5. 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 Of Each Section II — Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury Limit endorsement is included in this policy; applies. (iii)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 of the Limits of Insurance shown in the Declarations of this Coverage similar coverage for"your work"; Part CG T1 00 0219 O 2017 The Travelers Indemnity Company.All rights reserved. Page 15 of 21 includes copyrighted materlW of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations, whichever comes first. The unintentional omission of, or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis, this insurance is primary to a. As if each Named Insured were the onl other insurance that is available to such insured y which covers such insured as a named insured, Named Insured; and and we will not share with that other insurance, b. Separately to each insured against whom claim provided that: is made or"suit" is brought. (1) The"bodily injury" or"property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must subsequent to the signing of that contract or do nothing after loss to impair them.At our request, agreement by you. the insured will bring "suit" or transfer those rights S. Premium Audit to us and help us enforce them. g, When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates, mail or deliver to the first Named Insured shown in b. Premium shown In this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only, At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date for audit and retrospective premiums is the date SECTION V—DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attracting customers or Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar electronic computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services By accepting this policy,you agree: for the purposes of attracting customers or supporters is considered an advertisement. Page 16 of 21 0 2017 The Travelers indemnity Company.All rights reserved. CO T7 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission, COMMERCIAL GENERAL LIABILITY 2. "Advertising Injury": b. In, by or with any other electronic means of a. Means injury caused by one or more of the communication, such as the Internet, if that following offenses: material is part of: (1) Oral or written publication, including (1) Radio or television programming being publication by electronic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or disparages a person's or organization's instructional, music or news programming goods, products or services, provided that being transmitted; or the claim is made or the"suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to 6. "Coverage territory" means: have had its goods, products or services disparaged; a. The United States of America (including its (2) Oral or written publication, including territories and possessions), Puerto Rico and publication by electronic means, of material Canada; in your"advertisement"that: b. International wafers or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included (b) Unreasonably places a person in a in Paragraph a.above; or false light; or c. All other parts of the world if the injury or (3) Infringement of copyright, "title" or"slogan" damage arises out of: in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above; ownership of such copyright, "title" or "slogan". (2) The activities of a person whose home is in b. Includes "bodily injury" the territory described in Paragraph a.caused by one or more above, but is away for a short time on your of the offenses described in Paragraph a. business; or above. 3. "Auto"means (3) "Personal and advertising injury" offenses that take place through the Internet or a. A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to pay any attached machinery or equipment; or damages is determined in a "suit" on the merits in b. Any other land vehicle that is subject to a the territory described in Paragraph a. above, or in a compulsory or financial responsibility law, or settlement we agree to, other motor vehicle insurance law, where it is licensed or principally garaged. 7. "Electronic data" means information, facts or programs stored as or on created or used on or However, "auto" does not include "mobile transmitted to or from computer software (including equipment systems and applications software), hard or floppy 4. "Bodily injury' means: disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media which are sustained by a person; or used with electronically controlled equipment. b. Mental anguish, injury or illness, or emotional 8. "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a"temporary worker". physical harm,sickness or disease. 9. "Executive officer" means a person holding any of 5. "Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose: constitution, bylaws or any other similar governing a. By radio or television; or document. CG T1 Off 0219 ©2017 The Travelers indemnity Company.All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc.with Its permission. COMMERCIAL GENERAL LIABILITY 10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an architect, engineer or 11. "Hostile fire" means a fire which becomes surveyor for injury or damage arising out of: uncontrollable or breaks out from where it was intended to be. (a) Preparing, approving, or failing to prepare or approve, maps, shop 12. "Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defective, failing to give them, if that is the deficient, inadequate or dangerous; or primary cause of the injury or damage; b. You have failed to fulfill the terms of a contract or or agreement; (3) Under which the insured, if an architect, if such property can be restored to use by the engineer or surveyor, assumes liability for repair, replacement, adjustment or removal of "your an injury or damage arising out of the product" or"your work" or your fulfilling the terms of insured's rendering or failure to render the contract or agreement. professional seNces, including those listed in Paragraph (2) above and supervisory, 13. "Insured contract" means: inspection, architectural or engineering a. A contract for a lease of premises. However, activities. that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker" b. A sidetrack agreement; does not include a "temporary worker", c. Any easement or license agreement, except in 15. "Loading or unloading" means the handling of connection with construction or demolition property: operations on or within 50 feet of a railroad; a. After it is moved from the place where it is d. An obligation, as required by ordinance, to accepted for movement into or onto an aircraft, indemnify a municipality, except in connection watercraft or"auto"; with work for a municipality; b. While it is in or on an aircraft, watercraft or e. An elevator maintenance agreement; "auto"; or f. That part of any other contract or agreement c. While it is being moved from an aircraft, pertaining to your business (including an watercraft or "auto" to the place where it is indemnification of a municipality in connection finally delivered; with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck,that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or"auto". or organization, Tort liability means a liability 16. "Mobile equipment" means any of the following that would be imposed by law in the absence of types of land vehicles, including any attached any contract or agreement, machinery or equipment: Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehicles designed for use principally off public (1) That indemnifies a railroad for "bodily roads; injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to construction or demolition operations, premises you own or rent; within 50 feet of any railroad property and affecting any railroad bridge or trestle, c. Vehicles that travel on crawler treads; Page 18 of 21 ©2017 The Travelers Indemnity Company.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Orrice, Inc. with its permission, COMMERCIAL GENERAL LIABILITY d. Vehicles, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the (1) Power cranes, shovels, loaders, diggers or business or occupation of providing drills; or professional health care services, (2) Road construction or resurfacing 18. "Personal and advertising injury" means "personal equipment such as graders, scrapers or injury" or"advertising injury". rollers; 19. "Personal injury": e. Vehicles not described in Paragraph a., b., c. or d. above that are not self-propelled and are a. Means injury, other than "advertising injury", maintained primarily to provide mobility to caused by one or more of the following permanently attached equipment of the offenses: following types: (1) False arrest, detention or imprisonment; (1) Air compressors, pumps and generators, (2) Malicious prosecution; including spraying, welding, building cleaning, geophysical exploration, lighting (3) The wrongful eviction from, wrongful entry and well servicing equipment; or into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the f. Vehicles not described in Paragraph a., b., c. wrongful eviction,wrongful entry or invasion or d. above maintained primarily for purposes of the right of private occupancy is other than the transportation of persons or committed by or on behalf of the owner, cargo, landlord or lessor of that room, dwelling or However, self-propelled vehicles with the premises; following types of permanently attached (4) Oral or written publication, including equipment are not "mobile equipment" but will publication by electronic means, of material be considered"autos": that slanders or libels a person or (1) Equipment designed primarily for: organization or disparages a person's or organization's goods, products or services, (a) Snow removal; provided that the claim is made or the"suit" (b) Road maintenance, but not is brought by a person or organization that construction or resurfacing; or claims to have been slandered or libeled, or (c) Street cleaning; that claims to have had its goods, products (2) Cherry pickers and similar devices or services disparaged; or mounted on automobile or truck chassis (6) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material (3) Air compressors, pumps and generators, that: including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. However, "mobile equipment" does not include any (b) Unreasonably places a person in a land vehicle that is subject to a compulsory or false light. financial responsibility law, or other motor vehicle b. Includes "bodily injury" caused by one or more Insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above. "autos". 20. "Pollutants" mean any solid, liquid, gaseous or 17. Occurrence means; thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, acids, alkalis, chemicals and exposure to substantially the same general waste. Waste includes materials to be recycled, harmful conditions; or reconditioned or reclaimed. i i CG T1 00 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 21. "Premises damage" means: contract calls for work at more than a. With respect to the first paragraph of the one job site. exceptions in Exclusion j. of Section I — (c) When that part of the work done at a Coverage A — Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project. b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through rr. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I — Coverage A— Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage"to completed. any premises while rented to you for a period of more than seven consecutive days, or while b. Does not include "bodily injury' or "property temporarily occupied by you with permission of damage"arising out of: the owner, caused by: (1) The transportation of property, unless the (1) Fire; injury or damage arises out of a condition in or on a vehicle not owned or operated by (2) Explosion; you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any (4) Smoke resulting from fire, explosion or insured; lightning;or (2) The existence of tools, uninstalled (5) Water. equipment or abandoned or unused But "premises damage" under this Paragraph materials; or b. does not include "property damage" to any (3) Products or operations for which the premises caused by: classification, listed in the Declarations or (1) Rupture, bursting, or operation of pressure in a policy Schedule, states that products- relief devices; completed operations are subject to the General Aggregate Limit. (2) Rupture or bursting due to expansion or 23. "Property damage" means: swelling of the contents of any building or structure caused by or resulting from water; a. Physical injury to tangible property, including all or resulting loss of use of that property. All such loss of use will be deemed to occur at the time of (3) Explosion of steam boilers, steam pipes, the physical injurythat caused it;or steam engines or steam turbines. b. Loss of use of tangible property that is not 22. "Products-completed operations hazard": physically injured. All such loss of use will be a. Includes all "bodily injury' and "property deemed to occur at the time of the "occurrence" damage" occurring away from premises you that caused it. own or rent and arising out of"your product" or For the purposes of this insurance, "electronic data" "your work"except: is not tangible property. (1) Products that are still in your physical 24• "Slogan"; possession; or a. Means a phrase that others use for the purpose (2) Work that has not yet been completed or of attracting attention in their advertising, abandoned. However, "your work' will be b. Does not include a phrase used as, or in, the deemed completed at the earliest of the name of: following times: (1) Any person or organization, other than you; (a) When all of the work called for in your or contract has been completed. (2) Any business, or any of the premises, (b) When all of the work to be done at the goods, products, services or work, of any job site has been completed if your person or organization, other than you. Page 20 of 21 ©2017 The Travelers Indemnity Company,All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services office, Inc.with its permission. COMMERCIAL GENERAL LIABILITY 25. "Suit" means a civil proceeding in which damages (a) You; because of "bodily injury", "property damage" or {b] Others trading under your name; or personal and advertising injury' to which this insurance applies are alleged. "Suit" includes; (c) A person or organization whose business or assets you have acquired; a. An arbitration proceeding in which such and damages are claimed and to which the insured must submit or does submit with our consent; (2) Containers {other than vehicles}, materials, or parts or equipment furnished in connection with such goods or products. b. Any other alternative dispute resolution b. Includes: proceeding in which such damages are claimed and to which the insured submits with our (1) Warranties or representations made at any consent time with respect to the fitness, quality, 25. "Temporary worker" means a person who is durability, performance or use of "your product"; and furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short- (2) The providing of or failure to provide term workload conditions, warnings or instructions. 27. "Title" means a nave of a literary or artistic work. c. Does not include vending machines or other 28. "Unsolicited communication" means any property rented to or located for the use of others but not sold, communication, in any form, that the recipient of such communication did not specifically request to 31. "Your work": receive, a. Means: 29. "Volunteer worker" means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of (2) Materials, parts or equipment furnished in duties determined by you, and is not paid a fee, connection with such work or operations. salary or other compensation by you or anyone else for their work performed for you, b. Includes: 30. "Your product": (1) Warranties or representations made at any time with respect to the fitness, quality, a. Means: durability, performance or use of "your (1) Any goods or products, other than real work"; and property, manufactured, sold, handled, (2) The providing of or failure to provide distributed or disposed of by: warnings or instructions. CG T1 00 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 21 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission, COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. XTEND ENDORSEMENT FOR CONTRACTORS 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. Who Is An Insured—Unnamed Subsidiaries C. Incidental Medical Malpractice B. Blanket Additional Insured — Governmental D. Blanket Waiver Of Subrogation Entities — Permits Or Authorizations Relating To E. Contractual Liability—Railroads Operations F. Damage To Premises Rented To You PROVISIONS a. An organization other than a partnership, joint A. WHO IS AN INSURED — UNNAMED venture or limited liability company; or SUBSIDIARIES b. A trust; The following is added to SECTION If —WHO IS as indicated in its name or the documents that AN INSURED: govern its structure. Any of your subsidiaries, other than a partnership, B. BLANKET ADDITIONAL. INSURED — joint venture or limited liability company, that is GOVERNMENTAL ENTITIES — PERMITS OR not shown as a Named Insured in the AUTHORIZATIONS RELATING TO OPERATIONS Declarations is a Named Insured if; a. You are the sole owner of, or maintain an The following is added to SECTION II — WHO IS ownership interest of more than 50% in, such AN INSURED: subsidiary on the first day of the policy period; Any governmental entity that has issued a permit and or authorization with respect to operations b. Such subsidiary is not an insured under performed by you or on your behalf and that you similar other insurance. are required by any ordinance, law, building code or written contract or agreement to include as an No such subsidiary is an insured for"bodily injury" additional insured on this Coverage Part is an or "property damage" that occurred, or "personal insured, but only with respect to liability for bodily and advertising injury" caused by an offense injury", "property damage" or "personal and committed: advertising injury" arising out of such operations. a. Before you maintained an ownership interest The insurance provided to such governmental of more than 50% in such subsidiary; or entity does not apply to: b. After the date, if any, during the policy period a. Any "bodily injury", "property damage" or that you no longer maintain an ownership "personal and advertising injury" arising out of interest of more than 50% in such subsidiary. operations performed for the governmental For purposes of Paragraph 1. of Section II —Who entity; or Is An Insured, each such subsidiary will be b. Any "bodily injury" or "property damage" deemed to be designated in the Declarations as: included in the "products-completed operations hazard". CG D3 16 02 19 ©2017 The Travelers Indemnity Company.All rights reserved. Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc.,with its permission. COMMERCIAL GENERAL LIABILITY C. INCIDENTAL MEDICAL MALPRACTICE pharmaceuticals committed by, or with the 1. The following replaces Paragraph b. of the knowledge or consent of,the insured. definition of "occurrence" in the 5. The following is added to the DEFINITIONS DEFINITIONS Section: Section: b. An act or omission committed in providing "Incidental medical services" means: or failing to provide "incidental medical services", first aid or "Good Samaritan a. Medical, surgical, dental, laboratory, x-ray services" to a person, unless you are in or nursing service or treatment, advice or the business or occupation of providing instruction, or the related furnishing of professional health care services. food or beverages; or 2. The following replaces the last paragraph of b. The furnishing or dispensing of drugs or Paragraph 2.a.(1) of SECTION II — WHO IS medical, dental, or surgical supplies or AN INSURED: appliances. Unless you are in the business or occupation 6. The following is added to Paragraph 4.1b., of providing professional health care services, Excess Insurance, of SECTION IV — Paragraphs (1)(a), (b), (c) and (d) above do COMMERCIAL GENERAL LIABILITY not apply to "bodily injury' arising out of CONDITIONS: providing or failing to provide: This insurance is excess over any valid and (a) "Incidental medical services" by any of collectible other insurance, whether primary, your "employees" who is a nurse, nurse excess, contingent or on any other basis, that assistant, emergency medical technician is available to any of your "employees" for or paramedic; or "bodily injury" that arises out of providing or (b) First aid or "Good Samaritan services" by failing to provide "incidental medical services" any of your "employees" or "volunteer to any person to the extent not subject to workers", other than an employed or Paragraph 2.a.(1) of Section II — Who Is An volunteer doctor. Any such "employees" Insured. or"volunteer workers" providing or failing D. BLANKET WAIVER OF SUBROGATION to provide first aid or "Good Samaritan services" during their work hours for you The following is added to Paragraph S., Transfer will be deemed to be acting within the Of Rights Of Recovery Against Others To Us, scope of their employment by you or of SECTION IV — COMMERCIAL GENERAL performing duties related to the conduct LIABILITY CONDITIONS: of your business. If the insured has agreed in a contract or 3. The following replaces the last sentence of agreement to waive that insured's right of Paragraph 5. of SECTION III — LIMITS OF recovery against any person or organization, we INSURANCE: waive our right of recovery against such person or For the purposes of determining the organization, but only for payments we make applicable Each Occurrence Limit, all related because of: acts or omissions committed in providing or a. "Bodily injury" or "property damage" that failing to provide "incidental medical occurs; or services", first aid or "Good Samaritan services"to any one person will be deemed to b• "Personal and advertising injury" caused by be one"occurrence". an offense that is committed; 4. The following exclusion is added to subsequent to the execution of the contract or Paragraph 2., Exclusions, of SECTION I — agreement. COVERAGES — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE E. CONTRACTUAL LIABILITY—RAILROADS LIABILITY: 1. The following replaces Paragraph c, of the Sale Of Pharmaceuticals definition of "insured contract" in the "Bodily injury" or "property damage" arising DEFINITIONS Section: out of the violation of a penal statute or c. Any easement or license agreement; ordinance relating to the sale of Page 2 of 3 ©2017 The Travelers Indemnity Company.All rights reserved. CG D3 16 02 19 Includes copyrighted material of Insurance Services Office, Inc., with Its permission. COMMERCIAL GENERAL LIABILITY 2. Paragraph f.(1) of the definition of "insured a. Any premises while rented to you or contract" in the DEFINITIONS Section is temporarily occupied by you with permission deleted. of the owner; or F. DAMAGE TO PREMISES RENTED TO YOU b. The contents of any premises while such The following replaces the definition of"premises premises is rented to you, if you rent such damage" in the DEFINITIONS Section: premises for a period of seven or fewer "Premises damage" means"property damage"to: consecutive days. CG D316 0219 ©2017 The Travelers Indemnity Company.All rights reserved. Page 3 of 3 Includes copyrighted material of Insurance Services Office,]no,, with its permission. COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY DESIGNATED PROJECT(S) GENERAL AGGREGATE LIMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Designated Project Designated Project(s): General Aggregate(s): EACH "PROJECT" FOR WHICH YOU HAVE AGREED IN A GENERAL AGGREGATE LIMIT SHOWN ON THE DECLARATIONS. WRITTEN CONTRACT THAT IS IN EFFECT DURING THIS POLICY PERIOD, TO PROVIDE A SEPARATE GENERAL AGGREGATE LIMIT, PROVIDED THAT THE CONTRACT IS SIGNED BY YCU BEFORE THE "BODILY INJURY" OR "PROPERTY DAMAGE" OCCURS, A. For all sums which the insured becomes legally 3. Any payments made under COVERAGE A. obligated to pay as damages caused by 'occur- for damages or under COVERAGE C. for rences" under COVERAGE A. (SECTION 1), and medical expenses shall reduce the Desig- for all medical expenses caused by accidents un- nated Project General Aggregate Limit for der COVERAGE C (SECTION 1), which can be that designated "project". Such payments attributed only to operations at a single desig- shall not reduce the General Aggregate Limit nated "project" shown in the Schedule above: shown in the Declarations nor shall they re- f. A separate Designated Project General Ag- duce any other Designated Project General gregate Limit applies to each designated "pro- Aggregate Limit for any other designated ject", and that limit is equal to the amount of "project"shown in the Schedule above. the General Aggregate Limit shown in the 4. The limits shown in the Declarations for Each Declarations, unless separate Designated Occurrence, Damage To Premises Rented Project General Aggregate(s) are sched- To You and Medical Expense continue to uled above. apply. However, instead of being subject to 2. The Designated Project General Aggregate the General Aggregate Limit shown in the Limit is the most we will pay for the sum of all Declarations, such limits will be subject to the damages under COVERAGE A., except applicable Designated Project General Ag- damages because of "bodily injury" or "prop- gregate Limit. erty damage" included in the "products- B. For all sums which the insured becomes legally completed operations hazard", and for medi- obligated to pay as damages caused by "occur- cal expenses under COVERAGE C, regard- rences" under COVERAGE A. (SECTION 1), and less of the number of: for all medical expenses caused by accidents un- a. Insureds; der COVERAGE C. (SECTION 1), which cannot be attributed only to operations at a single desig- nated "project" shown in the Schedule above: c. Persons or organizations making claims or bringing "suits". CG D2 11 01 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2 COMMERCIAL GENERAL LIABILITY 1. Any payments made under COVERAGE A. vided, any payments for damages because of for damages or under COVERAGE C. for "bodily injury" or "property damage" included in medical expenses shall reduce the amount the "products-completed operations hazard" will available under the General Aggregate Limit reduce the Products-Completed Operations Ag- or the Products-Completed Operations Ag- gregate Limit, and not reduce the General Aggre- gregate Limit, whichever is applicable; and gate Limit nor the Designated Project General 2. Such payments shall not reduce any Desig- Aggregate Limit. nated Project General Aggregate Limit. E. For the purposes of this endorsement the Defini- C. Part 2. of SECTION III --LIMITS OF INSURANCE tions Section is amended by the addition of the is deleted and replaced by the following: following definition: 2. The General Aggregate Limit is the most we "Project" means an area away from premises will pay for the sum of: owned by or rented to you at which you are per- forming operations pursuant to a contract or a. Damages under Coverage B; and agreement. For the purposes of determining the b. Damages from 'occurrences" under applicable aggregate limit of insurance, each COVERAGE A (SECTION 1) and for all "project" that includes premises involving the medical expenses caused by accidents same or connecting lots, or premises whose con- under COVERAGE C (SECTION 1) which nection is interrupted only by a street, roadway, cannot be attributed only to operations at waterway or right-of-way of a railroad shall be a single designated "project" shown in the considered a single "project". SCHEDULE above. F. The provisions of SECTION III — LIMITS OF D. When coverage for liability arising out of the INSURANCE not otherwise modified by this en- "products-completed operations hazard" is pro- dorsement shall continue to apply as stipulated. Page 2 of 2 Copyright, The Travelers Indemnity Company, 2004 CG D2 11 01 04 COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. 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 the 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. Limitations and exclusions may apply to these coverages. 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. BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE— LOSS OF B. BLANKET ADDITIONAL INSURED USE—INCREASED LIMIT I. PHYSICAL DAMAGE — TRANSPORTATION C. EMPLOYEE HIRED AUTO EXPENSES—INCREASED LIMIT D. EMPLOYEES AS INSURED J. PERSONAL EFFECTS E. SUPPLEMENTARY PAYMENTS — INCREASED K. AIRBAGS LIMITS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR F. HIRED AUTO — LIMITED WORLDWIDE LOSS COVERAGE—INDEMNITY BASIS M. BLANKET WAIVER OF SUBROGATION G.WAIVER OF DEDUCTIBLE--GLASS N. UNINTENTIONAL ERRORS OR OMISSIONS PROVISIONS A. BROAD FORM NAMED INSURED as an additional insured for Liability Coverage, The following is added to Paragraph A.1., Who Is but only for damages to which this insurance An Insured, of SECTION II — LIABILITY applies and only to the extent of that person's or COVERAGE: organization's liability for the conduct of another Any organization you newly acquire or form "insured". during the policy period over which you maintain C. EMPLOYEE HIRED AUTO 50% or more ownership interest and that is not 1. The following is added to Paragraph A.1., separately insured for Business Auto Coverage. Who Is An Insured, of SECTION II — Coverage under this provision is afforded only LIABILITY COVERAGE: until the 180th day after you acquire or form the organization or the end of the policy period, An "employee" of yours is an "insured" while whichever is earlier. operating an "auto" hired or rented under a contract or agreement in that "employee's" B. BLANKET ADDITIONAL INSURED name, with your permission, while performing The following is added to Paragraph c. in A.1., duties related to the conduct of your Who Is An Insured, of SECTION II — LIABILITY business. COVERAGE: 2. The following replaces Paragraph b. in B.S., This includes any person or organization who you Other Insurance, of SECTION IV — are required under a written contract or BUSINESS AUTO CONDITIONS: agreement between you and that person or b. For Hired Auto Physical Damage organization, that is signed by you before the "bodily injury" or Coverage, the following are deemed to be " y ' 1 ry" "property damage" occurs and that is in effect during the policy period, to name covered "autos"you own; CA T3 53 08 17 ©2016 The Travelers indemnity Company.All rights reserved. Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO (1) Any covered "auto" you lease, hire, liability company) or members of their rent or borrow; and households. (2) Any covered "auto" hired or rented by (1) With respect to any claim made or "suit" your "employee" under a contract in brought outside the United States of that individual "employee's" name, America, the territories and possessions with your permission, while of the United States of America, Puerto performing duties related to the Rico and Canada: conduct of your business. (a) You must arrange to defend the However, any"auto"that is leased, hired, "insured" against, and investigate or rented or borrowed with a driver is not a settle any such claim or "suit" and covered "auto". keep us advised of all proceedings D. EMPLOYEES AS INSURED and actions. The following is added to Paragraph A.1.,Who Is (b) Neither you nor any other involved An Insured, of SECTION II — LIABILITY "insured" will make any settlement COVERAGE: without our consent. Any "employee" of yours is an "insured" while (c) We may, at our discretion, participate using a covered "auto" you don't own, hire or in defending the "insured" against, or borrow in your business or your personal affairs. in the settlement of, any claim or E. SUPPLEMENTARY PAYMENTS — INCREASED "suit". LIMITS (d) We will reimburse the"insured": 1. The following replaces Paragraph A.2.a.(2), (i) For sums that the "insured" of SECTION II—LIABILITY COVERAGE: legally must pay as damages (2) Up to $3,000 for cost of bail bonds because of "bodily injury" or (including bonds for related traffic law property damage to which this insurance applies, that the violations) required because of an "insured" pays with our consent, accident we cover. We do not have to but only up to the limit described furnish these bonds. in Paragraph C., Limit Of 2. The following replaces Paragraph A.2.a.(4), Insurance, of SECTION II -- of SECTION II—LIABILITY COVERAGE: LIABILITY COVERAGE; (4) All reasonable expenses incurred by the (ii) For the reasonable expenses "insured" at our request, including actual incurred with our consent for your loss of earnings up to $500 a day investigation of such claims and because of time off from work. your defense of the "insured" F. HIRED AUTO — LIMITED WORLDWIDE against any such "suit", but only COVERAGE—INDEMNITY BASIS up to and included within the limit The following replaces Subparagraph e. in described in Paragraph C., Limit Paragraph B.7., Policy Term, Coverage Of Insurance, of SECTION II — Territory, of SECTION 1V -- BUSINESS AUTO LIABILITY COVERAGE, and not CONDITIONS: in addition to such limit. Our duty e. Anywhere in the world, except any country or to make such payments ends jurisdiction while any trade sanction, when we have used up the embargo, or similar regulation imposed by the applicable limit of insurance in United States of America applies to and payments for damages, prohibits the transaction of business with or settlements or defense expenses. within such country or jurisdiction, for Liability (2) This insurance is excess over any valid Coverage for any covered "auto" that you and collectible other insurance available lease, hire, rent or borrow without a driver for to the "insured" whether primary, excess a period of 30 days or less and that is not an contingent or on any other basis. 1 auto you lease, hire, rent or borrow from any of your "employees", partners (if you are (3) This insurance is not a substitute for a partnership), members (if you are a limited required or compulsory insurance in any country outside the United States, its Page 2 of 4 U 2016 The Travelers Indemnity Company.All rights reserved. CA T3 $3 08 17 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO territories and possessions, Puerto Rico Personal Effects and Canada. We will pay up to $400 for "loss" to wearing You agree to maintain all required or apparel and other personal effects which are: compulsory insurance in any such (1) Owned by an "insured"; and country up to the minimum limits required by local law. Your failure to comply with (2) In or on your covered"auto", compulsory insurance requirements will This coverage applies only in the event of a total not invalidate the coverage afforded by theft of your covered"auto". this policy, but we will only be liable to the No deductibles apply to this Personal Effects same extent we would have been liable coverage. had you complied with the compulsory insurance requirements. K. AIRBAGS (4) It is understood that we are not an The following is added to Paragraph B.3., admitted or authorized insurer outside the Exclusions, of SECTION III — PHYSICAL United States of America, its territories DAMAGE COVERAGE: and possessions, Puerto Rico and Exclusion 3.a. does not apply to "loss" to one or Canada. We assume no responsibility for more airbags in a covered "auto" you own that the furnishing of certificates of insurance, inflate due to a cause other than a cause of"loss" or for compliance in any way with the set forth in Paragraphs A.1.b. and A.1.c., but laws of other countries relating to only: insurance. G. WAIVER OF DEDUCTIBLE—GLASS a. If that "auto" is a covered "auto" for Comprehensive Coverage under this policy; The following is added #o paragraph D.,Deductible, of SECTION III — PHYSICAL b. The airbags are not covered under any DAMAGE COVERAGE: warranty;and No deductible for a covered "auto" will apply to c. The airbags were not intentionally inflated, glass damage if the glass is repaired rather than We will pay up to a maximum of $1,000 for any replaced. one"loss". H. HIRED AUTO PHYSICAL DAMAGE-- LOSS OF L. NOTICE AND KNOWLEDGE OF ACCIDENT OR USE—INCREASED LIMIT LOSS The following replaces the last sentence of The following is added to Paragraph A.2.a., of Paragraph A.4.1b., Loss Of Use Expenses, of SECTION IV--BUSINESS AUTO CONDITIONS: SECTION III — PHYSICAL DAMAGE Your duty to give us or our authorized COVERAGE: representative prompt notice of the "accident" or However, the most we will pay for any expenses "loss" applies only when the"accident" or"loss" is for loss of use is $65 per day, to a maximum of known to: $750 for any one"accident". (a) You (if you are an individual); I. PHYSICAL DAMAGE — TRANSPORTATION (b) A partner(if you are a partnership); EXPENSES—INCREASED LIMIT (c) A member (if you are a limited liability The following replaces the first sentence in company); Paragraph AA.a., Transportation Expenses, of (d) An executive officer, director or insurance SECTION III — PHYSICAL DAMAGE manager (if you are a corporation or other COVERAGE: organization); or We will pay up to $50 per day to a maximum of $1,500 for temporary transportation expense (e) Any "employee" authorized by you to give incurred by you because of the total theft of a notice of the "accident"or"loss". covered "auto" of the private passenger type. M. BLANKET WAIVER OF SUBROGATION J. PERSONAL EFFECTS The following replaces Paragraph A.S., Transfer The following is added to Paragraph A.4., Of Rights Of Recovery Against Others To Us, Coverage Extensions, of SECTION III — of SECTION IV — BUSINESS AUTO PHYSICAL DAMAGE COVERAGE: CONDITIONS: CA T3 53 08 17 ©2016 The Travelers indemnity Company.All rights reserved. Page 3 of 4 Includes copyrighted material of Insurance Services Office, Inc.with its permission COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- PRIMARY AND NONCONTRIBUTORY WITH OTHER INSURANCE - CONTRACTORS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM PROVISIONS 2. The following is added to Paragraph B.S., Other 1. The following is added to Paragraph c. in A.1., Insurance of SECTION IV — BUSINESS AUTO Who Is An Insured, of SECTION II --COVERED CONDITIONS: AUTOS LIABILITY COVERAGE: Regardless of the provisions of paragraph a. and This includes any person or organization who you paragraph d. of this part 5.Other Insurance, this are required under a written contract or insurance is primary to and non-contributory with agreement, that is signed by you before the applicable other insurance under which an "bodily injury' or "property damage" occurs and additional insured person or organization is a that is in effect during the policy period, to name named insured when a written contract or as an additional insured for Covered Autos agreement with you, that is signed by you before Liability Coverage, but only for damages to which the "bodily injury" or "property damage" occurs this insurance applies and only to the extent of and that is in effect during the policy period, that person's or organization's liability for the requires this insurance to be primary and non- conduct of another"Insured". contributory. CA T4 99 021 B u 2016 The Travelers Indemnity Company.All rights reserved. Page 1 of'I Includes copyrighted material of Insurance Services Office, Inc.with its permission. sufficient proof of notice.The effective date and hour of cancellation stated in the notice shall be the end of the "policy period". Subparagraph 2.b., herein, shall apply only to that "insured"that engages in the fraud or misrepresentation, This exception shall not apply to any "insured" that is a parent corporation, subsidiary, employer of, or otherwise affiliated by ownership with,such"insured". 3. In the event of cancellation, the premium percentage identified in Item 6, of the Declarations to this Policy shall be the minimum-earned premium upon the inception date of this Policy. Thereafter, the remaining unearned premium, if any, shall generally be deemed earned by the Insurer on a pro rasa basis over the remainder of the "policy period". Notwithstanding the foregoing, in the event a"claim"is first made against an"insured",or a"wrongful act","pollution condition"or"site environmental condition"is first discovered by an "insured", during the "policy period", to which this insurance may apply, in whole or in part, then any remaining unearned premium, if any, shall be deemed immediately earned upon such event. Any unearned premium amounts due the "first named insured" upon cancellation of this Policy shall be calculated on a pro rata basis and refunded within thirty(3o)days of the effective date of cancellation. B. Inspection and Audit To the extent of the "insured's" ability to provide such access, and with reasonable notice to the "insured", the Insurer shall be permitted, but not obligated, to inspect the "insured's" property and/or operations. Neither the Insurer's right to make inspections, the making of said inspections, nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of the"insured"or others,to determine or warrant that such property or operations are safe or in compliance with applicable law. The Insurer may examine and audit the "insured's"books and records during this "policy period" and extensions thereof and within three(3)years after the final termination of this Policy. C. Legal Action Against the Insurer No person or organization other than an"insured"has a right pursuant to this Policy: .t. To join the Insurer as a party or otherwise bring the Insurer into a suit against any"insured"; or 2. To sue the Insurer in connection with this insurance unless all of the Policy terms have been fully complied with. A person or organization may sue the Insurer to recover after an agreed settlement or on a final judgment against an "insured". However, the Insurer shall not be liable for amounts that are not payable pursuant to the terms of this Policy or that are in excess of the applicable Limit of Liability. An agreed settlement means a settlement and release of liability signed by the Insurer,the"insured",and the claimant or the claimant's legal representative. Coverage E. Notwithstanding the foregoing, and solely with respect to coverage afforded pursuant to Coverage E. of this Policy, no action shall lie against the Insurer unless, as a condition precedent thereto, there has been full compliance with all of the terms and conditions of this Policy, and both the "responsible professionals" liability and the amount of the"responsible professionals"' obligations to pay have been finally determined either by final judgment against the "responsible professionals" after an actual contested "affirmative claim" or by the "named insured's"written settlement with the "responsible professionals"to which the Insurer has given its prior written approval. D. Bankruptcy The insolvency or bankruptcy of any "insured", or any "insured's" estate, shall not relieve the Insurer of its obligations pursuant to this Policy. However, any such insolvency or bankruptcy of the "insured", or the "insured's"estate, shall not relieve the"insured"of its "self-insured retention"obligations pursuant to this Policy. This insurance shall not replace any other insurance to which this Policy is excess,nor shall this Policy drop down to be primary, in the event of the insolvency or bankruptcy of any underlying insurer. E. Subrogation In the event of any payment pursuant to this Policy by the Insurer, the Insurer shall be subrogated to all of the rights of recovery against any person or organization, and the"insured"shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. All "insureds" shall do nothing to prejudice such rights.Any recovery as a result of subrogation proceedings arising pursuant to this Policy shall accrue first to the "insureds" to the extent of any payments in excess of the limit of coverage; then to the Insurer to the extent of its PF-49808(10/17) Page 17 of 20 payment pursuant to the Policy; and then to the "insured"to the extent of the "self-insured retention". Expenses incurred in such subrogation proceedings shall be apportioned among the interested parties in the recovery in the proportion that each interested party's share in the recovery bears to the total recovery. Notwithstanding the foregoing, the Insurer hereby waives its rights to subrogate against all clients of a "named insured"where such waiver is required by written contract or agreement executed between a"named insured"and such client prior to the relevant "claim" or discovery of a "wrongful act", "pollution condition" or "site environmental condition"to which this insurance applies. Coverage E. Notwithstanding the foregoing, and solely with respect to coverage afforded pursuant to Coverage E. of this Policy„ the "named insured" agrees to provide a written transfer to the Insurer any rights against other "responsible professionals" that the "named insured" obtains pursuant to Section VII., NOTICE AND COOPERATION, Subsection F., of this Policy if the "named insured" has reasonably elected not to pursue same in furtherance of its "affirmative claim". The"named insureds"agree not to do anything to prejudice those rights, F. Representations By accepting this Policy,the"first named insured"agrees that: 1. The statements in the Declarations, schedules and endorsements to, and Application for, this Policy are accurate and complete; 2. Those statements and representations constitute warranties that the "first named insured" made to the Insurer;and 3. This Policy has been issued in reliance upon the"first named insured's"warranties. G. Separation of Insureds Except with respect to the Limits of Liability, Cancellation condition 2.a., and any applicable exclusions, this Policy applies: x. As if each"named insured"were the only"insured";and 2. Separately to each"named insured"against whom a"claim"is made, and any fraud, misrepresentation, breach of a condition or violation of any duty (hereinafter Breach) by an "insured" shall not prejudice coverage for any "named insured" pursuant to this Policy, provided that: 1) such "named insured' did not participate in, know of or assist in such Breach; and 2) such "named insured" is not a parent, subsidiary, partner, member, director, officer of, employer of or otherwise affiliated with, the "insured" that committed such Breach. H. Other Insurance Coverage A. 1. If other valid and collectible insurance is available to any "insured" covering a "Ioss" also covered by this Policy, other than a policy that is specifically written to apply in excess of this Policy, the insurance afforded by this Policy shall apply in excess of and shall not contribute with such other insurance. Coverages B. and C. 2. If other valid and collectible insurance is available to any"insured"covering"loss"also covered by this Policy, this insurance shall apply as primary insurance. The Insurer's obligations are not affected unless any other applicable, unaffiliated insurance is also determined to be primary. In that event, the Insurer shall share with the insurer underwriting such other insurance by the method described in Paragraph 2.,below. 3. Method of Sharing if all of the other insurance permits contribution by equal shares, the Insurer shall follow this method also. Pursuant to 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, the Insurer shall contribute by limits. Pursuant to 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. PF-498o8(10/17) Page 18 of 20 i