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HomeMy WebLinkAboutA9297 - GRUBER POWER SERVICE CONTRACT ABSTRACT Contract Company Name: Company Contact: Summary of Services: Contract Price: Funding Source: Contract Term: Gruber Power Services Tiffany Burt UPS Maintenance Support – City Hall, PSPD, Airport $9,053.36 TBD 2022-2023 Contract Administration Lead Department: Contract Administrator: Information Technology Larry Klingaman Contract Approvals Council Approval: Agenda Item No./ Resolution No.: Agreement Number: N/A N/A A9297 Contract Compliance Exhibits: Signatures: Insurance: Bonds: N/A Attached Attached N/A Contract Prepared By: Information Technology Submitted on: 11/9/2022 By: Valerie Rodriguez DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 CONSUL TING SERVICES AGREEMENT A9297----(UPS Maintenance-City Hall, PSPD, Airport) THIS AGREEMENT FOR CONSUL TING SERVICES ("Agreement") is made and entered into on November 3, 2022, by and between the City of Palm Springs, a California cha rter city and municipal corporation ("City"), and Gruber Power Services, an Out of State Stock Corporation, ("Consultant"). City and Consultant are individually referred to as "Party" and are collectively referred to as the "Parties". RECITALS A.City requires the services of a Technician, for UPS Maintenance Support ("Project"). B.Consultant has submitted to City a proposal to provide Maintenance Support, toCity under the terms of this Agreement. C.Based on its experience, education, trammg, and reputation, Consultant 1s qualified and desires to provide the necessary services to City for the Project. D.City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual obligations, covenants, and conditions contained herein,. and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1.CONSULT ANT SERVICES AGREEMENT 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Maintenance Support services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated by reference (the "Services" or "Work"). Exhibit "A" includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that the, Services shall be performed in a competent, professional, and satisfactory manner consistent with the level of care and skill ordinarily exercised by high quality, experienced, and well qualified members of the profession currently practicing under similar conditions. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terms set forth in this Agreement, the terms set forth in this Agreement shall govern. 1.2 Compliance with Law. Consultant shall comply with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations when performing the Services. Consultant shall be liable for all violations of such laws and regulations in connection with the Services and this Agreement. Revised 2.9.22 Page 1 of 16 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Ser vices required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the Work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the Work under this Agreement. 2.TIME FOR COMPLETION The time for completion of the Services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Neither Party shall be accountable for delays in performance caused by any condition beyond the reasonable control and without the fault or negligence of the non-performing Party. Delays shall not entitle Consultant to any additional compensation regardless of the Party responsible for the delay. 3.COMPENSATION OF CONSUL TANT 3.1 Compensation of Consultant. Consultant shall be compensated and reimbursed for the services rendered under this Agreement in accordance with the schedule of fees set forth in Exhibit "A". The total amount of Compensation shall not exceed $9,053.36 (Nine thousand fifty-three and 36/100 dollars. City Hall UPS: $2,523.10 (Two thousand five hundred twenty-three and 10/100 dollar s). PSPD UPS: $4,317.70 (Four Thousand Three hundred seventeen and 70/100 dollars). Airport UPS: $2,212.56 (Two thousand two hundred twelve and 56/100 dollars). 3.2 Method of Payment. In any month in which Consultant wishes to rece ive payment, Consultant shall submit to City an invoice for Services rendered prior to the date of the invoice, no later than the first working day of such month, in the form approved by City's finance director. Payments shall be based on the hourly rates set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated in the in voice that are approved by City and consistent with this Agreement, within thirty (30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, Parties shall execute a written amendment to this Agreement, specifying all proposed amendments, including, but not limited to, any additional fees. An amendment may be entered into: A.To provide for revisions or modifications to documents, work product, or Work, when required by the enactment or revision of any subsequent law; or Revised 2.9.22 Page 2 of 16 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 B.To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 3.4 Appropriations. This Agreement is subject to, and contingent upon, funds being appropriated by the City Council of City for each fiscal year. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4.PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All Services rendered under this Agreement shall be performed under the agreed upon schedule of performance set forth in Exhibit "A." Any time period extension must be approved in writing by the Contract Officer. 4.3 Force Majeure. The time for performance of Services to be rendered under this Agreement may be extended because of any delays due to a Force Majeure Event, if Consultant notifies the Contract Officer within ten (10) days of the commencement of the Force Majeure Event. A Force Majeure Event shall mean an event that materially affects the Consultant's performance and is one or more of the following: (1) Acts of God or other natural disast ers occurring at the project site; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the Work); and ( 4) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of the City in its capacity as a municipal authority. After Consultant notification, the Contract Officer shall investigate the facts and the extent of any necessary delay and extend the time for performing the Services for the period of the enforced delay when and if, in the Contract Officer's judgment, such delay is justified. The Contract Officer's determination shall be final and conclusive upon the Parties to this Agreement. The Consultant will not receive an adjustment to the contract price or any other compensation. Notwithstanding the foregoing, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 4.5 of this Agreement, this Agreement shall continue in full force and effect for a period of 1 year and 4 months commencing on June 30, 2022, and ending on October 31, 2023, unless extended by mutual written agreement of the parties. 4.5 Termination Prior to Expiration of Term. City may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant. Where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all Services except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all Services rendered prior to receipt of the notice of termina tion Revised 2.9.22 Page 3 of 16 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 and for any Services authorized by the Contract Officer after such notice. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed Services and shall not be entitled to damages or compensation for termination of Work. If the termination is for cause, the City shall have the right to take whatever steps it deems necessary to correct Consultant's deficiencies and charge the cost thereof to Consultant, who shall be liable for the full cost of the City's corrective ac tion. Consultant may not terminate this Agreement except for cause upon thirty (30) days written notice to City. 5.COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is designated as being the principal and representative of Consultant authorized to act and make all decisions in its behalf with respect to the specified Services and work: Tiffany Burt, Acc ount Manager. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the Services under this Agreement. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager or his/her designee ("Contract Officer"). Consultant shall be responsible for keeping the Contract Officer fully informed of the progress of the performance of the Services. Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified, any approval of City shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employ ees, were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other individual or entity to perform any Services required under this Agreement without the City's express written approval. In addition, neither this Agreement nor any interest may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement including without limitation the insurance and indemnification requirements. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor(s) in the same manner as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. 5.4 Independent Consultant. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the Services required, except as otherwise specified. Consultant shall perform all required Services as an independent Consultant of City and shall not be an employee of City and shall remain at all times as to City a wholly independent Consultant with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of Revised 2.9.22 Page 4 of 16 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E43011/14/2022 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Atlantic Specialty Insurance Company CopperPoint American Insurance Company Argonaut Insurance Company 11/08/2022 USI Insurance Services LLC 2375 E. Camelback Rd, Suite 250 Phoenix, AZ 85016 602 279-5800 Laurie Jakobs, CIC laurie.jakobs@usi.com Gruber Industries Inc; Gruber Technical Inc dba Gruber Power Services 21439 N 2nd Ave Phoenix, AZ 85027-2916 27154 13751 19801 A X X X X X 7110175480001 07/01/2022 07/01/2023 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A X X X X X 7110175480001 07/01/2022 07/01/2023 1,000,000 A X X X 0 7110175480001 07/01/2022 07/01/2023 10,000,000 10,000,000 B C N X X 1024018 (AZ, NV, NM) WC928888774894 (CA, NY, TX) 07/01/2022 07/01/2022 07/01/2023 07/01/2023 X 1,000,000 1,000,000 1,000,000 A Leased/Rented EQ Hired Auto Physical amage 7110175480001 7110175480001 07/01/2022 07/01/2022 07/01/2023 07/01/2023 $50,000/$1,000 Ded $50,000 Limit $1,000 Comp/Coll Ded The General Liability and Automobile Liability policies include an automatic Additional Insured endorsement that provides Additional Insured status to the Certificate Holder only when there is a written contract that requires such status, and only with regard to work performed on behalf of the named insured. The General Liability policy contains a special endorsement with "Primary and Noncontributory" wording, when required by written contract. The General Liability, Automobile Liability, and Workers Compensation (See Attached Descriptions) City of Palm Springs 3400 E Tahquitz Canyon Way Palm Springs, CA 92262 1 of 2 #S38001589/M36481535 GRUBEIND3Client#: 1273082 PRGZP 1 of 2 #S38001589/M36481535 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 SAGITTA 25.3 (2016/03) DESCRIPTIONS (Continued from Page 1) policies provide a Waiver of Subrogation when required by written contract. The General Liability policy includes an endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. Umbrella is following form of the scheduled underlying General Liability policy. Aggregate limits apply per project. 2 of 2 #S38001589/M36481535 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 5 Copyright 2018, COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLE ASE READ IT CAREFULLY. BROAD FORM AUTOMOBILE ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. AA.. Drive Other Car Coverage – Executive Officers and Certain Individuals BB.. Section II – Covered Autos Liability Coverage 1. Additional Insured – Written Contract, Agreement, Permit or Authorization 2. Broadened Named Insured 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) 4. Newly Acquired or Formed Organizations 5. Supplementary Payments – Bail Bonds and Loss of Earnings CC.. Section III – Physical Damage Coverage 1. Hired Auto Physical Damage Coverage 2. Towing – Any Covered Autos 3. Transportation Expenses Increased 4. Loss of Use Expenses Increased 5. Other Coverage Extensions a. Airbag Discharge b. Auto Theft Reward c. Loan/Lease Gap Coverage d. Rental Reimbursement 6. Diminution in Value 7. Communications Equipment 8. Deductible Waived For Glass Repair DD.. Section IV – Business Auto Conditions 1. Duties in Event of Accident, Claim, Suit or Loss 2. Waiver of Subrogation When Required by Written Contract or Agreement EE.. Section V – Definitions 1. Bodily Injury – Includes Mental Anguish 2. Executive Officer AA.. Drive Other Car Coverage – Executive Officers and Certain Individuals 1. The following is added to Section I – Covered Autos: Drive Other Car Coverage a. For Covered Autos Liability Coverage and Physical Damage Coverage, “autos” in the care, custody or control of an “insured” described in Paragraph 2. below, which you do not own, hire, lease or borrow, are covered “autos”. But this does not include any “auto”: (1) Owned by any “insured” described in Paragraph 2. below, or any member of their household, including any “auto” that is owned but not insured; (2) Used by an “insured” described in Paragraph 2. below while working in the business of selling, servicing, repairing or parking autos; or (3) Insured or covered under another policy. b. If Medical Payments, Uninsured/Underinsured Motorist, Personal Injury Protection or other compulsory coverages required by the governing jurisdiction are provided by this policy, then an “insured” described in Paragraph 2. below, and their family members residing in the same household, are “insureds” while: (1) Occupying as a passenger; or (2) A pedestrian when struck by; any “auto” you do not own, hire, lease or borrow, except an “auto” owned by an “insured” described in Paragraph 2. below or members of their household, or an “auto” insured or covered under any other policy. INSURED Policy Number: 7110175480001 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 5 Copyright 2018, 2. With respect to Drive Other Car Coverage only, Paragraph A.1. Who is an Insured of Section II – Liability Coverage is amended to include as an “insured” the following: If you are designated in the Declarations as: a. An individual, you and your spouse. b. A partnership, your partners and their spouses. c. An organization other than an individual or a partnership, your “executive officers” and their spouses. 3. Limit of Insurance and Deductible The most we will pay for Drive Other Car Coverage is the single highest Limit of Insurance for the applicable coverage for an “auto” you own. The Deductible for Drive Other Car Coverage is the largest Deductible for the applicable coverage for an “auto” you own. 4. Other Insurance Regardless of the existence of other insurance or Paragraph B.5. Other Insurance of Section IV – Business Auto Conditions, Drive Other Car Coverage is primary. BB.. Section II – Covered Autos Liability Coverage 1. Additional Insured – Written Contract, Agreement, Permit or Authorization Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as an additional “insured” any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance such as is afforded under this Coverage Form but only with respect to liability for “bodily injury” or “property damage” caused in whole or in part by your maintenance, operation or use of a covered “auto”. But this insurance does not apply: a. Unless the written contract or agreement has been executed or the permit or authorization has been issued prior to the “accident” that caused the “bodily injury” or “property damage”; b. To any person or organization included as an “insured” under any other provisions of this policy, including this or any other endorsement; c. To the independent acts or omissions of such person or organization; or d. To any lessor of “autos” when their contract or agreement with you for such leased “auto” ends or the lessor or its agent takes possession of the “auto”. 2. Broadened Named Insured Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on or after the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 3. Employees as Insureds (Including Employee Hired Autos and Fellow Employee Coverage) a. Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as an “insured” your “employee” while: (1) Using a covered “auto” you do not own, hire or borrow in your business or your personal affairs . (2) Operating an “auto” hired or rented under a contract or agreement in that “employee’s” name, with your permission, while performing duties related to the conduct of your business. b. Exclusion B.5. Fellow Employee of Section II – Covered Autos Liability is deleted. c. The following is added to B.5.b of Section IV – Business Auto Conditions: Any covered “auto” hired or rented without a driver by your “employee” under a contract or agreement in that “employee’s” name, with your permission, while performing duties related to the conduct of your business is also deemed to be a covered “auto” you own. DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 5 Copyright 2018, 4. Newly Acquired or Formed Organizations Paragraph A.1. Who is an Insured of Section II – Covered Autos Liability Coverage is amended to include as an “insured” any organization you newly acquire or form, other than a partnershi p or joint venture, and over which you maintain ownership or majority interest, if there is no other similar insurance available to that organization. But: (1) Coverage under this provision is afforded only until the end of the policy period; and (2) Coverage does not apply to “bodily injury” or “property damage” caused by an “accident” that occurred before you acquired or formed the organization. 5. Supplementary Payments – Bail Bonds and Loss of Earnings In Paragraph A.2.a. Supplementary Payments of Section II – Covered Autos Liability, the following replaces Paragraphs (2) and (4): (2) Up to $3,500 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. CC.. Section III – Physical Damage Coverage 1. Hired Auto Physical Damage Coverage a. If hired “autos” are covered “autos” under Section II – Covered Autos Liability Coverage and this policy provides Comprehensive, Specified Causes of Loss Coverage or Collison Coverage for an y “auto” you own, a hired “auto” will be deemed a covered “auto” for Physical Damage Coverage subject to the provisions in Paragraph b. below. b. For Hired Physical Damage Coverage provided by paragraph a. above: (1) The most we will pay for “loss” to any hired “auto” is the lesser of: (a) $75,000 for “autos” of the private passenger type and $50,000 for all other “autos”; (b) The actual cash value of the damaged or stolen property as of the time of the “loss”; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) The Deductible is the largest Deductible for the applicable coverage for an “auto” you own. (3) This insurance is excess over any other valid and collectible insurance , whether such insurance is primary, excess, contingent or on any other basis. 2. Towing – Any Covered Autos The following replaces Paragraph A.2. Towing of Section III – Physical Damage Coverage: We will pay up to $100 for towing and, if labor is performed at the place of disablement, labor costs incurred each time a covered “auto” is disabled if a premium charge for towing and labor is shown in the Schedule or the Declarations. 3. Transportation Expenses Increased In Paragraph A.4.a. Transportation Expenses of Section III – Physical Damage Coverage, the amounts we will pay amounts we will pay for temporary transportation expenses incurred by you because of the total theft of a covered “auto” of the private passenger type are increased to $75 per day, to a maximum of $2,250. 4. Loss of Use Expenses Increased The following replaces the last paragraph in Paragraph A.4.b. Loss Of Use Expenses of Section III – Physical Damage Coverage: However, the most we will pay for any expenses for loss of use is $1,000. 5. Other Coverage Extensions If you have Physical Damage Coverage, the following are added to Paragraph A.4. Coverage Extensions of Section III – Physical Damage Coverage: DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 5 Copyright 2018, a. Airbag Discharge We will pay to reset or replace a covered “auto’s” airbag that accidentally discharges without t he “auto” being involved in an “accident” if the airbag is not covered under a manufacturer’s warranty and you did not intentionally cause the discharge. No Deductible applies to this Coverage Extension. b. Auto Theft Reward If you have Comprehensive or Specified Cause of Loss Coverage, we will pay a reward up to $2,000 for information leading to the arrest and conviction of anyone stealing a covered “auto”. But we will not pay a reward to you, any family members or “employees” or any public officials while performing their duties. c. Loan/Lease Gap Coverage If a covered “auto” is subject to a long-term loan or lease that requires, in writing, that the lender or lessor be an additional “insured”, and you are legally obligated for the remaining balance on the loan or lease, we will pay the difference between the actual cash value of the “auto” at the time of “loss” and the remaining balance on your loan or lease. But we will not pay for: (1) Any amount paid under the policy’s Physical Damage Coverage; or (2) Any amounts f or abnormal or excess wear and tear, additional or high mileage charges, carry-over balances from previous loans or leases, extended warranties or insurance purchased with the loan or le ase, lease termination fees, taxes, overdue payments, unreturned security deposits or any penalties, interest or charges resulting from overdue payments. d. Rental Reimbursement We will pay for expenses to rent an “auto” of the private passenger type because of “loss” to a covered “auto” of the private passenger type. But: (1) We will only pay expenses incurred during the policy period at the time of the “loss” and ending, regardless of the policy period, six days after the “loss”. (2) The most we will pay is the lesser of: (a) Reasonable and necessary expenses actually incurred; or (b) $50 per day. (3) This coverage does not apply if a spare or reserve “auto” is available to you. (4) If “loss” is because of the total theft of a covered “auto”, we will pay only those amounts that are not already covered under Transportation Expenses. No Deductible applies to this Coverage Extension. 6. Diminution in Value The following is added to Exclusion B.6. of Section III – Physical Damage Coverage: This exclusion does not apply to “diminution in value” of a covered “auto” of the private passenger type used in t he conduct of the “insured’s” business that is leased, rented, hired or borrowed without a driver for a period of 30 days or less. But the most we will pay for such “diminution in value” is the lesser of: a. 20 percent of the actual cash value of the “auto” as of the time of the “loss”; or b. $7,500. 7. Communications Equipment The following is added to Paragraph B. Exclusions of Section III – Physical Damage Coverage: Exclusions 4.c. and 4.d. do not apply to communications equipment, including its antenna and other accessories, that is permanently installed in, and not removable from, a covered “auto” and designed for use as a: a. Citizen’s band radio; b. Two-way mobile radio or telephone; DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCA 201 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 5 Copyright 2018, c. Scanning monitor receiver; or d. GPS navigation system. No Deductible applies to “loss” to such communications equipment. But the most we will pay for all such communications equipment is $5,000 for any one “loss”. 8. Deductible Waived For Glass Repair The following is added to Paragraph D. Deductible of Section III – Physical Damage Coverage: No Deductible applies if glass that is damaged is repaired rather than replaced. DD.. Section IV – Business Auto Conditions 1. Duties in the Event of Accident, Claim, Suit or Loss The following is added to Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV – Business Auto Conditions: The requirements that you must notify us of an “accident”, claim, “suit” or “loss”, or send us documents concerning a claim or “suit”, apply only if the “accident”, claim, “suit” or “loss” is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An “executive officer” or insurance or risk manager, if you are a corporation; or (4) A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an “accident”, claim, “suit” or “loss” does not apply if you report the “accident”, claim, “suit” or “loss” to your workers’ compensation insurer and the “accident”, claim, “suit” or “loss” later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an “accident”, claim, “suit” or “loss” is a liability claim rather than a workers’ compensation claim, you must comply with all parts of Paragraph A.2. Duties in the Event of Accident, Claim, Suit or Loss of Section IV – Business Auto Conditions. 2. Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph A.5. Transfer of Rights of Recovery Against Others to Us of Section IV – Business Auto Conditions: We will waive any right of recovery against any person or organization because of payments we make for “bodily injury” or “property damage” arising out of the ownership, maintenance or use of a covered “auto” when you have assumed liability for such “bodily injury” or “property damage” under an “insured contract”, but only if the “insured contract” is executed before the “accident” or “loss” occurs. EE.. Section V – Definitions 1. Bodily Injury – Includes Mental Anguish The following is added to Paragraph C. of Section V – Definitions: “Bodily injury” includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2. Executive Officer The following is added to Section V – Definitions: “Executive officer” means a person holding any of the officer positions created by your charter, constitution, bylaws or any other similar governing document. DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. VCA 219 03 16 Contains copyrighted material of Insurance Services Office, Inc. with its permission. Page 1 of 1 Copyright 2015, OneBeacon Insurance Group LLC PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION WHEN REQUIRED BY CONTRACT, AGREEMENT OR PERMIT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM The following is added to Paragraph 5, Other Insurance of B. General Conditions under SECTION IV – BUSINESS AUTO CONDITIONS: Regardless of the provisions of Paragraph a. above, any Liability Coverage under this Coverage Form is primary to, and will not seek contribution from, any other insurance available to an additional “insured” if: (1) Such additional “insured” is a Named Insured under that other insurance; and (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to such additional “insured”. POLICY NUMBER: 7110175480001 COMMERCIAL AUTO DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 9 Copyright 2017, THIS ENDORSEMENT CHANGES THE POLICY. PLE ASE READ IT CAREFULLY. BROAD FORM GENERAL LIABILITY ENDORSEMENT – TECHNOLOGY COMPANIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This endorsement extends certain coverages. The following listing and the headers in this endorsement are only for convenience. Provisions in this endorsement might be modified by other endorsements. Read the entire policy carefully to determine rights, duties and what is and is not covered. A.Section I – Coverages 1.Expected or Intended Injury (Property Damage) 2.Non-Owned Aircraft and Watercraft Under 55 Feet 3.Broadened Property Damage – Rented Premises, Borrowed Equipment and Use of Elevators 4.Personal and Advertising Injury Exclusions a.Insureds in Media and Internet Type Businesses b.Electronic Chatrooms or Bulletin Boards 5.Medical Payments – Increased Limits and Time Period 6.Product Recall Expense Coverage 7.Supplementary Payments – Cost of Bail Bonds and Loss of Earnings B.Section II – Who is an Insured 1.Broadened Named Insured 2.Additional Insured – Broad Form Vendor 3.Additional Insured – Written Contract, Agreement, Permit or Authorization 4.Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics 5.User of Covered Watercraft 6.Newly Acquired or Formed Organizations C.Section III – Limits of Insurance – Aggregate Limit Per Location D.Section IV – Commercial General Liability Conditions 1.Duties in Event of Occurrence, Offense, Claim or Suit 2.Waiver of Subrogation When Required by Written Contract or Agreement E.Section V – Definitions 1.Bodily Injury – Includes Mental Anguish 2.Coverage Territory – Worldwide 3.Mobile Equipment – Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight A.Section I – Coverages 1.Expected or Intended Injury (Property Damage) The following is added to Exclusion 2.a. Expected Or Intended Injury of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability : This exclusion does not apply to “property damage” resulting from the use of reasonable force to protect persons or property. 2.Non-Owned Aircraft and Watercraft Under 55 Feet a.The following is added to Exclusion 2.g. Aircraft, Auto or Watercraft of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability: This exclusion does not apply to an aircraft that is: (a)Hired, chartered or loaned with a paid crew; and (b)Not owned by any insured. b.The following replaces Exclusion 2.g.(2)(a) of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability: (a)Less than 55 feet long; and INSURED Policy Number: 7110175480001 COMMERCIAL GENERAL LIABILITY DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 9 Copyright 2017, c.The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for aircraft or watercraft not owned by any insured, whether such insurance is primary, excess, contingent or on any other basis. 3.Broadened Property Damage – Rented Premises, Borrowed Equipment and Use of Elevators a.The following is added to Exclusion 2.j. Damage To Property of Section I – Coverages – Coverage A – Bodily Injury and Property Damage Liability : Paragraph (1) of this exclusion does not apply to “property damage” to real property you rent or temporarily occupy with permission of the owner. Paragraph (4) of this exclusion does not apply to “property damage” to equipment you borrow while at a job site if the equipment is not being used by anyone to perform work or operations at the time of loss. Paragraphs (3), (4) and (6) of this exclusion do not apply to “property damage” arising out of the use of elevators at premises you own, rent, lease or occupy. b.The following replaces Paragraph 6. of Section III – Limits Of Insurance: 6.Subject to Paragraph 5. above, the Damage to Premises Rented to You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of “property damage” to any one premises while rented to you or occupied by you with permission of the owner. If a Damage to Premises Rented to You Limit is not shown in the Declarations, that Limit will be $500,000. c.The following is added to Paragraph b.(1) of Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions: This insurance is excess over any of the other valid and collectible insurance available to the insured that provides coverage for real property you rent or temporarily occupy with the permission of the owner, borrowed equipment or use of elevators, whether such insurance is primary, excess, contingent or on any other basis. 4.Personal and Advertising Injury Exclusions a.Insureds in Media and Internet Type Businesses The following replaces Exclusion 2.j. Insureds In Media And Internet Type Businesses of Section I – Coverages – Coverage B – Personal and Advertising Injury Liability: “Personal and advertising injury” committed by an insured whose business is: (1)Advertising, broadcasting, publishing or telecasting; or (2)Designing or determining content of web sites for others. However, this exclusion does not apply to Paragraphs 14.a., b. and c. of "personal and advertising injury" under the Definitions section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising for you, is not by itself considered the business of advertising, broadcasting, publishing or telecasting. b.Electronic Chatrooms or Bulletin Boards The following replaces Exclusion 2.k. Electronic Chatrooms Or Bulletin Boards of Section I – Coverages – Coverage B – Personal and Advertising Injury Liability: "Personal and advertising injury" arising out of an electronic chatroom or bulletin board the insured hosts, owns or maintains for others. 5.Medical Payments – Increased Limits and Time Period The following provisions are modified only if Coverage C is not otherwise excluded by the provisions of this Coverage Part or any endorsement. a.The following replaces Paragraph a.(3)(b) in Paragraph 1. Insuring Agreement of Section I – Coverage C – Medical Payments: (b)The expenses are incurred and reported to us within three years of the date of the accident; and DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 9 Copyright 2017, b.The following is added to Paragraph 7. of Section III – Limits Of Insurance: The Medical Expenses Limit for Coverage C is the greater of $15,000 per person or the amount shown in the Declarations. 6.Product Recall Expense Coverage a.The following is added to Section I – Coverages: Product Recall Expense Schedule Product Recall Aggregate Limit $ 50,000 Each Product Recall Limit $ 25,000 Each Product Recall Deductible $1,000 The limits and deductible in this Schedule apply to Product Recall Expense Coverage unless other amounts are shown in the Declarations. PRODUCT RECALL EXPENSE COVERAGE We will pay “product recall expense” incurred by you or on your behalf for a “covered recall” to which this insurance applies. This insurance applies to “product recall expense” for a “covered recall” that takes place in the “coverage territory” and during the policy period. The amount we will pay for “product recall expense” is limited as described in Section III – Limits Of Insurance. We will only pay the amount of “product recall expense” in excess of the Each Product Recall Deductible shown in the Schedule above. You must pay the Each Product Recall Deductible for each “covered recall” that is initiated. b.The following is added to Section III – Limits Of Insurance: The Product Recall Aggregate Limit shown in the Schedule above is the most we will pay for the sum of all “product recall expense” incurred for all “covered recalls” initiated during the policy period. Subject to the Product Recall Aggregate Limit, the Each Product Recall Limit shown in the Schedule above is the most we will pay for all “product recall expenses” arising out of any one “covered recall” for the same defect or deficiency. c.The following is added Section IV – Commercial General Liability Conditions: Duties In The Event Of “Covered Recall” 1.You must report a “covered recall” to us as soon as practicable and no later than 30 days after you discover or are made aware of such recall. 2.No insured will, except at that insured’s own cost, voluntarily m ake a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 3.You must see to it that the following are done as soon as practicable after an actual or anticipated “covered recall” that may result in “product recall expense”: (a)Give us notice of any discovery or notification that “your product” must be withdrawn or recalled, including a description of “your product” and the reason for the withdrawal or recall; (b)Cease any further release, shipment, consignment or any other method of distribution of such product, as well as any similar products, until it has been determined that all such products are free from defects that could result in “product recall expense”; (c)As often as may be reasonably required, permit us to: (1)Inspect “your product” and take damaged and undamaged samples of “your products” for inspection, testing and analysis; and (2)Examine and make copies from your books and records; (d)Within 60 days of our request and providing you the necessary forms, send us a signed, sworn proof of loss containing the information we request to settle the claim; and DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 9 Copyright 2017, (e)Permit us to examine any insured under oath, while not in the presence of any other insured, at such times as may reasonably be required, about any matter relating to this insurance or your claim, including an insured's books and records. An insured’s answers to the examination must be signed. d.The following are added to Section V – Definitions: “Covered recall” means a recall of “your product” made necessary because the insured or a government entity has determined that a known or suspected defect, deficiency, inadequacy or dangerous condition in “your product” has resulted in, or will result in, “bodily injury” or “property damage”. “Product recall expense”: a.Means the following necessary and reasonable extra expenses incurred by you or on your behalf exclusively for the purpose of recalling “your product”: (1)Expenses for communications, including broadcast announcements or printed “advertisements” and associated stationery, envelopes and postage; (2)Expenses for shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3)Expenses for overtime paid to your regular non-salaried “employees”; (4)Expenses for hiring “temporary workers”; (5)Expenses incurred by “employees”, including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; or (7)Expenses for proper disposal of “your product” if the disposal is necessary to avoid “bodily injury” or “property damage” and is other than regularly used to discard, trash or dispose of “your product”. b.Does not include the following: (1)Damages, fines or penalties; (2)Defense expenses; (3)The cost of regaining your market share, goodwill, revenue or profit; or (4)Any expenses resulting from: (a)Failure of any product to accomplish its intended purpose; (b)Breach of warranties of fitness, quality, durability or performance; (c)Loss of customer approval, or any cost incurred to regain customer approval; (d)Redistribution or replacement of “your product” that was recalled with like products or substitutes; (e)The insured’s caprice or whim; (f)A condition any insured knew, or had reason to know, of at the inception of this insurance that was likely to cause loss; or (g)Recall of “your products” that have no known or suspected defect solely because a known or suspected defect in another of “your products” has been found. 7.Supplementary Payments – Cost of Bail Bonds and Loss of Earnings The following replaces Paragraphs 1.b. and 1.d. of Supplementary Payments – Coverages A and B in Section I – Coverages: b.Up to $2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $250 a day because of time off from work. DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 9 Copyright 2017, B.Section II – Who is an Insured 1.Broadened Named Insured Section II – Who Is An Insured is amended to include as a Named Insured any legally incorporated entity in which you maintain ownership of more than 50 percent of the voting stock on the effective date of this endorsement, but only if there is no other similar insurance available to that organization. This insurance does not apply to any organization that is an insured under another policy or would be an insured under such policy but for its termination or the exhaustion of its limits of insurance. 2.Additional Insured – Broad Form Vendor a.Section II – Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as “vendor”) with whom you have agreed in a written contract or agreement to provide insurance, but only with respect to “bodily injury” or “property damage” arising out of “your products” that are distributed or sold in the regular course of the vendor’s business. But none of these vendors are an additional insured: (1)If the “products-completed operations hazard” is excluded under the Coverage Part or by endorsement; (2)If the vendor is a person or organization from whom you have acquired the products, or any ingredient, part or container entering into, accompanying or containing those products; (3)For “bodily injury” or “property damage” for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless that the vendor would have otherwise been liable for such “bodily injury” or “property damage” in the absence of that contract or agreement; or (4)For “bodily injury” or “property damage” caused by or arising out of: (a)Any express warranty not authorized by you; (b)Any physical or chemical change in the product made intentionally by the vendor; (c)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (d)Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (e)Operations to demonstrate, install, service or repair, except those operations performed at the vendor’s premises in connection with the sale of the product; (f)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (g)The sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf, unless such act or omission is: (i)In the course of repackaging “your products” in the original container after unpacking solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer; (ii)A demonstration, installation, servicing or repair operation of “your products” performed at the vendor’s premises in connection with the sale of the product; or (iii)An inspection, adjustment, test or servicing of “your products” the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b.The insurance afforded to such vendor under Paragraph a. above: (1)Applies only to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract or agreement to provide to such vendor. DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 9 Copyright 2017, c.The following is added to Section III – Limits Of Insurance: The most we will pay on behalf of a vendor that qualifies as an additional insured is the amount of insurance: a.Required by the contract or agreement; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 3.Additional Insured – Written Contract, Agreement, Permit or Authorization a.Section II – Who Is An Insured is amended to include as an additional insured any person or organization with whom you have agreed in a written contract, agreement, permit or authorization to provide insurance but only with respect to liability for injury or damage caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf for: (1)“Bodily injury”, “property damage” or “personal and advertising injury” in the performance of your ongoing operations, and only until your operations are completed, for such person or organization at the location designated in the contract, agreement, permit or authorization; (2)“Bodily injury”, “property damage” or “personal and advertising injury” in the maintenance, operation or use of equipment leased to you by such person or organization; or (3)“Bodily injury”, “property damage” or “personal and advertising injury” in connection with premises you own, rent, lease or occupy. b.The insurance afforded to an additional insured under Paragraph a. above does not apply: (1)Unless: (a)The contract or agreement is executed, or the permit or authorization is issued, before the “bodily injury”, “property damage” or “personal and advertising injury” occurs; and (b)The contract, agreement, permit or authorization is in effect or becomes effective during the policy period. (2)To any: (a)Person or organization included as an insured under any other provision of this policy, including this or any other endorsement; (b)Lessor of equipment after the equipment lease terminates or expires; (c)Owner or other interests from whom land has been leased; (d)Manager or lessor of premises if: (i)The “occurrence” takes place after you cease to be a tenant in that premises; or (ii)The “bodily injury”, “property damage” or “personal and advertising injury” arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. ((ee))Person or organization if the “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (i)The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (ii)Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage”, or the offense which caused the “personal and advertising injury”, involved the rendering of or the failure to render any professional architectural, engineering or surveying services; or DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 9 Copyright 2017, (f)"Bodily injury" or "property damage" occurring after: (i)All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (ii)That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. c.The insurance afforded to an additional insured under Paragraph a. above: (1)Applies only to the extent permitted by law; and (2)Will not be broader than that which you are required by the contract, agreement, permit or authorization to provide to such additional insured. d.With respect to the insurance afforded to an additional insured under Paragraph a. above: (1)The following is added to Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions: Regardless of the provisions of Paragraphs a. and b. above, this insurance is primary to, and will not seek contribution from, any other insurance available to an additional insured if: (1)Such additional insured is a Named Insured under that other insurance; and (2)You have agreed in the contract, agreement, permit or authorization that this insurance would be primary and would not seek contribution from any other insurance available to such additional insured. (2)The following is added to Section III – Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: a.Required by the contract, agreement, permit or authorization; or b.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This provision does not increase the applicable Limits of Insurance shown in the Declarations. 4.Incidental Malpractice by Employed Physicians, Nurses, EMTs and Paramedics a.The following is added to Paragraph 2.a.(1)(d) of Section II – Who Is An Insured: But an “employee” or “volunteer worker” employed or volunteering as a physician, dentist, nurse, emergency medical technician or paramedic is an insured if you are not engaged in the business or occupation of providing professional health care services. b.The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for coverage for insured “employee” or volunteer worker who is a physician, dentist, nurse, emergency medical technician or paramedic, whether such insurance is primary, excess, contingent or on any other basis. 5.User of Covered Watercraft a.Section II – Who Is An Insured is amended to include as an additional insured any person or organization who uses, or is responsible for the use of, a watercraft covered by this policy if the use is with your express or implied consent. But no such person or organization is an insured with respect to: a.“Bodily injury” to that person’s or organization’s “employee”; or b.“Property damage” to property: (1)Owned, occupied or used by; or (2)In the care, custody or control of, rented to or over which physical control is being exercised for any purpose by; that person or organization. DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 9 Copyright 2017, b.The following is added to Paragraph b.(1) in Paragraph 4. Other Insurance of Section IV – Commercial General Liability Conditions : This insurance is excess over any of the other valid and collectible insurance available to the insured for use of, or responsibility for use of, a watercraft covered by this policy, whether such insurance is primary, excess, contingent or on any other basis. 6.Newly Acquired or Formed Organizations The following replaces Paragraph 3.a. of Section II – Who Is An Insured: a.Coverage under this provision is afforded only until the end of the policy period; C.Section III – Limits of Insurance – Aggregate Limit Per Location The following is added to Paragraph 2. of Section III – Limits Of Insurance: The General Aggregate Limit applies separately to each “location” of yours. As used in this provision, “location” means premises you own, rent or lease involving the same or connecting lots, or whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. D.Section IV – Commercial General Liability Conditions 1.Duties in the Event of Occurrence, Offense, Claim or Suit The following is added to Paragraph 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions: The requirements that you must notify us of an “occurrence”, offense, claim or “suit”, or send us documents concerning a claim or “suit”, apply only if the “occurrence”, offense, claim or “suit” is known to: (1)You, if you are an individual; (2)A partner, if you are a partnership; (3)An “executive officer” or insurance or risk manager, if you are a corporation; or (4)A manager, if you are a limited liability company. The requirement that you must notify us as soon as practicable of an “occurrence” or an offense that may result in a claim does not apply if you report the “occurrence” or offense to your workers’ compensation insurer and that “occurrence” or offense later develops into a liability claim for which coverage is provided by this policy. But as soon as you become aware that an “occurrence” or offense is a liability claim rather than a workers’ compensation claim, you must comply with all parts of Paragraph 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit of Section IV – Commercial General Liability Conditions. 2.Waiver of Subrogation When Required by Written Contract or Agreement The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of Section IV – Commercial General Liability Conditions: We will waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work” included within the “products-completed operations hazard” if the operations or work is done under a written contract or agreement with that person or organization, but only if the contract or agreement is executed before the “bodily injury” or “property damage” occurs and requires you to waive your rights of recovery. E.Section V – Definitions 1.Bodily Injury – Includes Mental Anguish The following is added to Paragraph 3. of Section V – Definitions: “Bodily injury” includes mental anguish resulting from bodily injury, sickness, or disease sustained by a person at any time. 2.Coverage Territory – Worldwide The following replaces Paragraph 4. of Section V – Definitions: 4.“Coverage territory” means anywhere other than a country or jurisdiction that is subject to trade or other economic sanction or embargo by the United States of America. But the insured’s DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 VCG 207 06 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 9 of 9 Copyright 2017, responsibility to pay damages must be determined in a settlement we agree to or in a “suit” on the merits brought within the United States of America (including its territories and possessions), Puerto Rico or Canada. 3.Mobile Equipment – Self-Propelled Snow Removal, Road Maintenance and Street Cleaning Equipment Less than 1,000 Pounds Gross Vehicle Weight The following is added after Paragraph 12.f.(1) of Section V – Definitions: But a self-propelled vehicle of less than 1,000 pounds gross vehicle weight that is maintained primarily for purposes other than transportation of persons or cargo with permanently attached equipment for snow removal, road maintenance (other than construction or resurfacing) or street cleaning will be considered “mobile equipment” and not an “auto”. DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 COMMERCIAL GENERAL LIABILITY CG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. INSURED Policy Number: 7110175480001 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 7110175480001 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 This page has been left blank intentionally. DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) 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 anyone not named in the Schedule. Schedule 1983 National Council on Compensation Insurance. WC 00 03 13 (Ed. 4-84) c (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement No.Endorsement Effective Date: Policy No. Carrier Name / Code: Policy Effective Date:to Premium $ Insured: DBA: Countersigned by Page of1 1 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT CALIFORNIA Wehave 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 per- form work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be % of the California workers' compensation premium otherwise due on such remuneration. Schedule Person or Organization Job Description WC 04 03 06 (Ed. 4-84) (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement No.Endorsement Effective Date: Policy No. Carrier Name / Code: Policy Effective Date:to Premium $ Insured: DBA: Countersigned by Page of1 1 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 1 1 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430 DocuSign Envelope ID: B38944FD-CBD9-4055-9629-0EC11C75E430