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HomeMy WebLinkAboutSterling OC Enterprises, LLC - 2022-07-01 AMENDMENT NO. 1 TO SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND STERLING OC ENTERPRISES, LLC FOR TECHNICAL THEATER AND EVENTS SUPPORT THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and STERLING OC ENTERPRISES, LLC, a California Limited Liability Company, hereinafter referred to as"Contractor." WHEREAS, City and Contractor are parties to that certain agreement, dated July 1, 2022, entitled"Service Agreement Between the City of Huntington Beach and Sterling OC Enterprises, LLC for Technical Theater and Events Support"which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Contractor wish to amend the Original Agreement extend the term, NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. TERM The term of the Agreement is extended on a month-to-month basis for up to six (6) months. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on Alva' �t �' , 2025. 25-16664/383070 1 STERLING OC ENTERPRISES, LLC CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California B , 4.4 print name ITS: (circle one) Chairma. *residentNice President Mayor AND City Clerk BY: Af►rl� S4 V-cm- Pi,1 INITIATED AND APPROVED: pr., ne ITS: (circle on! Chief Financial Officer/Asst. Secretary-Treasurer Director of Community & Library Services APPROVED AS TO FORM: City Attorney COUNTERPART 25-16664/383070 2 STERLING OC ENTERPRISES, LLC CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name ITS: (circle one)Chairman/PresidentNice President May r AND ?We. Ci Clerk 8 By: INITIATED AND APPROVED: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer ire or of unity & Library Services APPROVED AS TO FORM: City Attorney COUNTERPART 25-16664/383070 2 Amendment to Agreement Compensation As of July 1, 2025 the new hourly rate will be paid at $60 (sixty dollars per hour), per technician. Termination of Contract Sterling OC Enterprises LLC will be given a 30 day notice of termination of contract. (Example: If the City determines to end the contract on October 1, 2025, Sterling OC Enterprises LLC would be notified on September 1, 2025. ' I v -1 - 7 ® DATE(MMIDOIYYYY) AW o CERTIFICATE OF LIABILITY INSURANCE 8/4/2025 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)•mu'St 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: NFP PrOp&Casualty Sery Inc. PHONE FAX 2450 Tapo Street (Arc.No.EXI):805-579-1900 (A/c.No);805-579-1916 Simi Valley CA 93063 ADDRESS:. certsupport@nfp.Com INSURER(S)AFFORDING COVERAGE NAIC 0 INSURER A:Hartford Insurance Company of the Midwest 37478 INSURED STEROCE-01 INSURERS:Hartford Underwriters Insurance Company . 30104 Sterling OC Enterprises LLC 2948 E.Craig Drive INSURER C:Hartford Fire Insurance Company '19682 Orange CA 92869 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:848897733 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 LIMITSLTR INSD WVD POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY 72UUNCE6500 2/20/2025 2/20/2026 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $300,000 MED EXP(Any one person) $10,000 _ PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE $2,000,000 X POLICY PROT I I LOC PRODUCTS-COMP/OP AGO $2,000,000 JEC 1 OTHER: $ B' AUTOMOBILE LIABILITY 72UUNCE6500 2/20/2025 2/20/2026 COMBINED SINGLE LIMIT $1,000,000 (E X' ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) S AUTOS ONLY AUTOS x HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY ` AUTOS ONLY (Per accident) $ UMBRELLA LIAB OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS'COMPENSATION 72WEAKOP8V 2/20/2025 2/20/2026 X AND EMPLOYERS'LIABILITY YIN ST TUTE OTH- ER ANYPROPRIETOR/PARTNERIEXECUTIVE n N/A E.L.EACH ACCIDENT $1,000,000 OFF ICER/M E MBER EXCLUDED? (Mandatary.In NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000, C Misc.Owned Rented EC) 72UUNCE6500 2/20)2025 2/20/2026 Limit 150,000 Special Form/RC Deductible 2,500 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached It more space Is required) THIS CERTIFICATE ONLY APPLIES TO EQUIPMENT AND VEHICLE SUB-RENTALS MADE BY THE NAMED INSURED. The City of Huntington Beach,.its officers,elected or appointed Officials,employees agents,and volunteers,are included as Additional I tired and/or Loss Payee as respects to Liability and as required by written contract or agreement but only as respe t s whirel-(I' tI �G' ns / operations of the Named Insured per attached form.Insurance is Primary and Non-Contributory as required by wri IIa�GSS V uV1�i Justin.Wessels@surfcity-hb By_ MICHAEL J.VIGLIOTTA CITY-ATTORNEY CERTIFICATE HOLDER CANCELLAIT111PN OF HUNTINGTON BEACH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main-St Huntington Beach CA 92648 AUTHORIZED REPRESENTATIVE United States .10 / I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER:.•72 UUN'.:CE65.00 • COMMERCIAL GENERAL LIABILITY CG 20 101219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES. OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location(s)Of Covered Operations Or.Organization(s) THE CITY OH. HUNTINGTON•BEACH 2000 MAIN ST ITS: OFPIC RS.; ,EICTBIT•0 APPOINTED HUNTINGTON BEACH CA 92648 OFFICIALS, :EMPLQYEES.; AGENTS AND ' • VOLUNTEERS Information required to complete this Schedule,if not shown above,will be shown in the•Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the. insurance afforded to these . include. as an additional insured, the person(s) or additional insureds, the following additional organizations)shown In the Schedule,but only with exclusions apply: respect to liability for "bodily injury", "property This insurance does not apply to "bodilyinjury" or damage" or "personal and advertising injury" pp y u ry caused,in whole or in part,by: property damage"occurring after: 1. Your acts or omissions;or 1. All work, including materials, parts or equipment furnished in connection with such work, on the 2. The acts or omissions of those acting 'on your project (other than service, maintenance or behalf; repairs) to be performed'by or on behalf of the In the performance of your ongoing, operations for additional insured(s) at the location -of the the additional Insured(s) at the location(s) covered operations has been completed;or designated above. .2. That portion of "your work" out of which the However: Injury or damage arises has been put to its intended use by any person or organization 1. The. Insurance afforded to such additional other than another contractor or subcontractor Insured only applies to the extent permitted by engaged in performing operations for a principal law;and asa part.of the same project. 2. If coverage provided to the additional Insured Is required by a contract• or .agreement, the insurance afforded to such additional insured will not be broader than that:which you are required bythe contractor agreement to provide forsuch additional insured. CG 20101219 ©Insurance Services Office, Inc.,2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III-Limits Of Insurance: whichever is less. if coverage provided to the additional insured is This endorsement shall not Increase the applicable required by a contract or agreement, the most we limits of insurance. will pay on behalf of the additional Insured Is the amount of insurance: 1. Required by the contract or agreement;or Page 2 of 2 ©Insurance Services Office, Inc.,2018 CG 20101219 POLICY NUMBER: 72 'UUN CE6500 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) ._ Location And Description Of Completed Operations THE CITY OF ;HUNTINGTON BEACH, .ITS 2000 MAIN ST OFFICERS; ELECTED 'OR"APPOINTED; HUNTINGTON BEACH CA 92648 OFFICIALS., EMPLOYEES AGENTS AND -VOLUNTEERS 2000 MAIN ST HUNTINGTON BEACH "CA 92648 Information:required to complete this Schedule; if not shown above,will be shown in the,Declarations. A. Section II - Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s)shown in the Schedule, but only with Section III-Limits Of Insurance: respect to liability for "bodily injury" or "property If coverage provided to the additional insured is damage"caused,'in whole or in part, by"your work" required by a contract or agreement; the most we at the location designated and described in the will pay on behalf Of the additional insured Is the Schedule of this endorsement performed for that amount of insurance: additional Insured and included in the "products-completed operations hazard". 1. Required bythe contract or agreement;or However: 2. Available under the applicable limits of 1. The insurance afforded to such additional insurance; Insured only applies to the extent permitted by whichever is less. law;and This endorsement shall not increase the applicable 2. If coverage provided to the additional insured is limits of insurance. required by a contract or agreement, the • Insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20"371219 ©Insurance Services Office, Inc.,2018 Page 1 of 1 72UUNCE65.00, COMMERCIAL GENERAL LIABILITY CG20011219 •THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. 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 (2) You have agreed in writing in a contract Or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noricontributo_ry Insurance from any other insurance available to the additional insured. This insurance is primary,.to and. wit( 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 CG 20 01 12 19 ©Insurance Services Office, Inc., 2018 • Page 1 of t I , , COMMERCIAL GENERAL LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. (1) The "bodily injury"or"property damage" is Read the entire policy carefully to determine rights, caused by an "occurrence" that takes duties and what Is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "property damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II -Who Is words "we", "us" and "our" refer to the stock An insured and no "employee" authorized insurance company member of The Hartford by you to give or receive notice of an providing this insurance. "occurrence" or claim, knew that the The word "insured" means any person or "bodily injury" or "property damage" had organization qualifying as such under Section II - occurred, in whole or in part. If such a Who Is An insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V - "bodily injury" or "property damage" Definitions. occurred, then .any continuation, change SECTION I -COVERAGES or resumption of such "bodily injury" or "property damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1.of Section II damage" to which this insurance applies. We - Who Is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an "occurrence" or claim: damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any"occurrence" and settle any claim or"suit" injury"or"property damage";or that may result. But: (3) Becomes aware (1) The amount we will pay for damages is byany other means that limited as described in Section III - Limits "bodily injury or "property damage" has occurred or has begun to occur. Of Insurance; and (2) Our right and duty to defend ends when d. Damages because of "bodily injury" include damages claimed by any person or we have used up the applicable limit of insurance in the payment of judgments or organization for care, loss of services or settlements under Coverages A or B or death resulting at any time from the "bodily injury". medical expenses under Coverage C. e. Incidental Medical Malpractice And Good No other obligation or liability to pay sums or Samaritan Coverage perform acts or services is covered unless explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments Coverages A and B. or failure to render the following health care b. This insurance applies to "bodily injury" and services by any "employee" or "volunteer "property damage" only if: worker" shall be deemed to be caused by an occurrence for: HG 00 01 09 16 Page 1 of 21 ©2016 The Hartford (Includes copyrighted material of Insurance Services Office, Inc.with its permission.) (1) Professional health care services such as: (a)Liability to such party for, or for the (a) Medical, surgical, dental, laboratory, x- cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related contract"; and furnishing of food or beverages; (b)Such attorney fees and litigation (b)Any health or therapeutic service, expenses are for defense of that party treatment, advice or instruction;or against a civil or alternative dispute (c)The furnishing or dispensing of drugs resolution proceeding in which apmages to which this insurance or medical, dental, or surgical supplies applies are alleged. or appliances;or (2) First aid services,which include: c. Liquor Liability (a)Cardiopulmonary resuscitation, "Bodily injury" or"property damage" for which whether performed manually or with a any insured may be held liable by reason of: defibrillator; or (1) Causing or contributing to the intoxication (b)Services performed as a Good of any person; Samaritan. (2) The furnishing of alcoholic beverages to a person under the legal drinking age or For the purpose of determining the limits of under the influence of alcohol;or insurance, any act or omission together with all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one "occurrence". of alcoholic beverages. However, this Incidental Medical Malpractice This exclusion applies even if the claims And Good Samaritan Coverage provision against any Insured allege negligence or applies only if you are not engaged in the other wrongdoing in: business or occupation of providing any of the (a)The supervision, hiring, employment, services described in this provision. training or monitoring of others by that 2. Exclusions insured; or This insurance does not apply to: (b)Providing or failing to provide a. Expected Or Intended Injury transportation with respect to any person that may be under the influence "Bodily injury" or "property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to injury" or "property damage", involved that "bodily injury" or "property damage" resulting which is described in Paragraph (1), (2) or (3) from the use of reasonable force to protect above. persons or property. b. Contractual Liability However, this exclusion applies only if you are in the business of manufacturing, "Bodily injury" or"property damage" for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishing alcoholic beverages. is an "insured contract", provided the "bodily injury" or "property damage" d. Workers'Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or purposes of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law. fees and necessary litigation expenses e. Employer's Liability incurred by or for a party other than an insured are deemed to be damages "Bodily injury" to: because of "bodily injury" or "property (1) An "employee"of the Insured arising out of damage", provided: and in the course of: Page 2 of 21 HG 00 01 09 16 (a) Employment by the insured;or (c)Which are or were at any time (b)Performing duties related to the transported, handled, stored, treated, conduct of the insured's business;or disposed of, or processed as waste by (2) The spouse, child, parent, brother or sister or for: of that "employee" as a consequence of (i) Any insured; or Paragraph (1)above. (ii) Any person or organization for This exclusion applies: whom you may be legally (1) Whether the insured may be liable as an responsible; employer or in any other capacity;and (d)At or from any premises, site or (2) To any obligation to share damages with location on which any insured or any or repay someone else who must pay contractors or subcontractors working damages because of the injury. directly or indirectly on any insured's This exclusion does not apply to liability behalf are performing operations if the assumed by the insured under an "insured "pollutants" are brought on or to the contract". premises, site or location in connection f. Pollution with such operations by such insured, contractor or subcontractor. However, (1) "Bodily injury" or "property damage" this subparagraph does not apply to: arising out of the actual, alleged or (1) "Bodily injury"or"property damage" threatened discharge, dispersal, seepage, arising out of the escape of fuels, migration, release or escape of lubricants or other operating fluids "pollutants": which are needed to perform the (a)At or from any premises, site or normal electrical, hydraulic or location which is or was at any time mechanical functions necessary for owned or occupied by, or rented or the operation of"mobile equipment" loaned to, any insured. However, this or its parts, if such fuels, lubricants subparagraph does not apply to: or other operating fluids escape (i) "Bodily injury" if sustained within a from a vehicle part designed to building and caused by smoke, hold, store or receive them. This fumes, vapor or soot produced by exception does not apply if the or originating from equipment that "bodily injury"or"property damage" is used to heat, cool or dehumidify arises out of the intentional the building, or equipment that is discharge, dispersal or release of used to heat water for personal the fuels, lubricants or other use, by the building's occupants or operating fluids, or if such fuels, their guests; lubricants or other operating fluids (ii) "Bodily injury"or"property damage" are brought on or to the premises, for which you may be held liable, if site or location with the intent that you are a contractor and the owner they be discharged, dispersed or or lessee of such premises, site or released as part of the operations location has been added to your being performed by such insured, policy as an additional insured with contractor or subcontractor; respect to your ongoing operations (II) "Bodily injury"or"property damage" performed for that additional sustained within a building and insured at that premises, site or caused by the release of gases, location and such premises, site or fumes or vapors from materials location is not and never was brought into that building in owned or occupied by, or rented or connection with operations being loaned to, any insured, other than performed by you or on your behalf that additional insured; or by a contractor or subcontractor; or (iii) "Bodily injury"or"property damage" (iii) "Bodily injury"or"property damage" arising out of heat, smoke or fumes arising out of heat, smoke or fumes from a"hostile fire"; from a"hostile fire"; or (b)At or from any premises, site or (e)At or from any premises, site or location which is or was at any time location on which any insured or any used by or for any insured or others for contractors or subcontractors working the handling, storage, disposal, directly or indirectly on any insured's processing or treatment of waste; behalf are performing operations if the HG00010916 Page3of21 operations are to test for, monitor, (4) Liability assumed under any "insured clean up, remove, contain, treat, contract" for the ownership, maintenance detoxify or neutralize, or in any way or use of aircraft or watercraft; respond to, or assess the effects of, (5) "Bodily injury" or "property damage" "pollutants", arising out of: (2) Any loss, cost or expense arising out of (a) The operation of machinery or any: equipment that is attached to, or part (a) Request, demand, order or statutory or of, a land vehicle that would qualify regulatory requirement that any under the definition of "mobile insured or others test for, monitor, equipment" if it were not subject to a clean up, remove, contain, treat, compulsory or financial responsibility detoxify or neutralize, or in any way law or other motor vehicle insurance respond to, or assess the effects of, law where it is licensed or principally "pollutants";or garaged; or (b)Claim or suit by or on behalf of a (b) The operation of any of the machinery governmental authority for damages or equipment listed in Paragraph f.(2) because of testing for, monitoring, or f.(3) of the definition of "mobile cleaning up, removing, containing, equipment"; or treating, detoxifying or neutralizing, or (6) An aircraft that is not owned by any in any way responding to, or assessing insured and is hired, chartered or loaned the effects of,"pollutants". with a paid crew. However, this exception However, this paragraph does not apply to does not apply if the insured has any other liability for damages because of "property insurance for such "bodily injury" or damage" that the insured would have in "property damage", whether the other the absence of such request, demand, insurance is primary, excess, contingent order or statutory or regulatory or on any other basis. requirement, or such claim or "suit" by or h. Mobile Equipment on behalf of a governmental authority. "Bodily injury" or "property damage" arising g. Aircraft,Auto Or Watercraft out of: "Bodily injury" or "property damage" arising (1) The transportation of "mobile equipment" out of the ownership, maintenance, use or by an "auto" owned or operated by or entrustment to others of any aircraft, "auto"or rented or loaned to any insured; or watercraft owned or operated by or rented or (2) The use of"mobile equipment" in, or while loaned to any insured. Use includes operation in practice for, or while being prepared for, and "loading or unloading". any prearranged racing, speed, This exclusion applies even if the claims demolition, or stunting activity. against any insured allege negligence or i. War other wrongdoing in the supervision, hiring, employment, training or monitoring of others "Bodily injury" or"property damage", however by that insured, if the "occurrence" which caused, arising, directly or indirectly, out of: caused the "bodily injury" or "property (1) War, including undeclared or civil war; damage" involved the ownership, (2) Warlike action by a military force, including maintenance, use or entrustment to others of action in hindering or defending against an any aircraft, "auto"or watercraft that is owned actual or expected attack, by any or operated by or rented or loaned to any government, sovereign or other authority insured. using military personnel or other agents; This exclusion does not apply to: or (1) A watercraft while ashore on premises you (3) Insurrection, rebellion, revolution, usurped own or rent; power, or action taken by governmental (2) A watercraft you do not own that is: authority in hindering or defending against any of these. (a) Less than 51 feet long; and (b)Not being used to carry persons for a 1 Damage To Property charge; "Property damage"to: (3) Parking an "auto" on, or on the ways next (1) Property you own, rent, or occupy, to, premises you own or rent, provided the including any costs or expenses incurred "auto" is not owned by or rented or loaned by you, or any other person, organization to you or the insured; or entity, for repair, replacement, Page 4 of 21 HG 00 01 09 16 enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such property for any reason, including Not Physically Injured prevention of injury to a person or damage "Property damage" to "impaired property" or to another's property; property that has not been physically injured, (2) Premises you sell, give away or abandon, arising out of: if the "property damage" arises out of any (1) A defect, deficiency, inadequacy or part of those premises; dangerous condition in "your product" or (3) Property loaned to you; "your work"; or (4) Personal property in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury to "your are performing operations, if the "property product" or "your work" after it has been put damage"arises out of those operations;or to its intended use. (6) That particular part of any property that n, Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property because "your work" was incorrectly p y performed on it. Damages claimed for any loss, cost or Paragraphs (1), (3) and (4) of this exclusion expense incurred by you or others for the loss , repair, do not apply to "property damage" (other than �eplacemef use, lnttladjusltment!lremovaltion or disposal damage by fire) to premises, including the contents of such premises, rented to you for a of: period of seven or fewer consecutive days. A (1) "Your product"; separate limit of insurance applies to Damage (2) "Your work";or To Premises Rented To You as described in (3) "Impaired property"; Section III- Limits Of Insurance. Paragraph (2)of this exclusion does not apply if such product,work, or property is withdrawn if the premises are "your work" and were or recalled from the market or from use by never occupied, rented or held for rental by any person or organization because of a you. known or suspected defect, deficiency, Paragraphs (3) and (4) of this exclusion do inadequacy or dangerous condition in it. not apply to "property damage" arising from o. Personal And Advertising Injury the use of elevators. "Bodily injury" arising out of "personal and Paragraphs (3), (4), (5) and (6) of this advertising injury". exclusion do not apply to liability assumed p. Access or Disclosure Of Confidential Or under a sidetrack agreement. Personal Information And Data-related Paragra phs (3) and (4) of this exclusion do Liability not apply to "property damage" to borrowed Damages arising out of: equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or Paragra ph (6)of this exclusion does not apply personal information, including patents, to "property damage" included in the trade secrets, processing methods, "products-completed operations hazard". customer lists, financial information, credit k. Damage To Your Product card information, health information or any "Property damage" to "your product" arising other type of nonpublic information; or out of it or any part of it. (2) The loss of, loss of use of, damage to, I. Damage To Your Work corruption of, inability to access, or "Property damage" to "your work" arising out inability to manipulate electronic data. of it or any part of it and included in the This exclusion applies even If damages are "products-completed operations hazard". claimed for notification costs, credit This exclusion does not apply if the damaged monitoring expenses, forensic expenses, work or the work out of which the damage public relations expenses or any other loss, arises was performed on your behalf by a cost or expense incurred by you or others subcontractor. arising out of that which is described in Paragraph (1)or(2)above. HG00010916 Page5of21 However, unless Paragraph (1) above detoxifying or neutralizing or In any applies, this exclusion does not apply to way responding to or assessing the damages because of"bodily injury". effects of an "asbestos hazard". As used in this exclusion, electronic data s. Recording And Distribution Of Material Or means information, facts or programs stored Information In Violation Of Law as or on, created or used on, or transmitted to "Bodily injury" or "property damage" arising or from computer software, including systems directly or indirectly out of any action or and applications software, hard or floppy omission that violates or is alleged to violate: disks, CD-ROMS, tapes, drives, cells, data (1) The Telephone Consumer Protection Act processing devices or any other media which (TCPA), including any amendment of or are used with electronically controlled addition to such law; equipment. (2) The CAN-SPAM Act of 2003, including q. Employment-Related Practices any amendm ent of or addition to such law; "Bodily injury" to: (3) The Fair Credit Reporting Act (FCRA), and (1) A person arising out of any "employment- anyamendment of or addition to such law, related practices";or P including the Fair and Accurate Credit (2) The spouse, child, parent, brother or sister Transaction Act(FACIA); or of that person as a consequence of"bodily (4) Any federal, state or local statute, injury" to that person at whom any ordinance or regulation, other than the "employment-related practices" are TCPA or CAN-SPAM Act of 2003 or FCRA directed. and their amendments and additions, that This exclusion applies: addresses, prohibits or limits the printing, (1) Whether the injury-causing event dissemination, disposal, collecting, described in the definition of"employment- recording, sending, transmitting, related practices" occurs before communicating or distribution of material employment, during employment or after or information. employment of that person; Damage To Premises Rented To You - (2) Whether the insured may be liable as an Exception For Damage By Fire, Lightning Or employer or in any other capacity;and Explosion (3) To any obligation to share damages with Exclusions c.through h. and j. through n. do not or repay someone else who must pay apply to damage by fire, lightning or explosion to damages because of the injury. premises while rented to you or temporari ly r. Asbestos occupied by you with permission of the owner. A separate limit of insurance applies to this (1) "Bodily injury" or "property damage" coverage as described in Section III - Limits Of arising out of the "asbestos hazard". Insurance. (2) Any damages, judgments, settlements, COVERAGE B PERSONAL AND ADVERTISING loss,costs or expenses that: INJURY LIABILITY (a) May be awarded or incurred by reason 1. Insuring Agreement of any claim or suit alleging actual or a. We will pay those sums that the insured threatened injury or damage of any nature or kind to persons or property becomes legally obligated to pay as damages which would not have occurred in because of "personal and advertising injury" whole or in part but for the "asbestos to which this insurance applies. We will have the right and duty to defend the insured hazard"; against any "suit" seeking those damages. (b)Arise out of any request, demand, However, we will have no duty to defend the order or statutory or regulatory insured against any "suit" seeking damages requirement that any insured or others for "personal and advertising injury" to which test for, monitor, clean up, remove, this Insurance does not apply.We may,at our encapsulate, contain, treat, detoxify or discretion, investigate any offense and settle neutralize or in any way respond to or any claim or"suit"that may result. But: assess the effects of an "asbestos (1) The amount we will pay for damages is hazard": or limited as described in Section III - Limits (c) Arise out of any claim or suit for Of Insurance; and damages because of testing for, (2) Our right and duty to defend end when we monitoring, cleaning up, removing, have used up the applicable limit of encapsulating, containing, treating, insurance in the payment of judgments or Page 6 of 21 HG 00 01 09 16 settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C. "Personal and advertising Injury"arising out of No other obligation or liability to pay sums or the wrong description of the price of goods, perform acts or services is covered unless products or services. explicitly provided for under Supplementary i. Infringement Of Intellectual Property Payments -Coverages A and B. Rights b. This insurance applies to "personal and (1) "Personal and advertising injury" arising advertising injury" caused by an offense out of any actual or alleged infringement arising out of your business but only if the or violation of any intellectual property offense was committed in the "coverage rights such as copyright, patent, territory" during the policy period. trademark,trade name, trade secret, trade 2. Exclusions dress, service mark or other designation This insurance does not apply to: of origin or authenticity;or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam or "suit" that also alleges an infringement "Personal and advertising injury"arising out of or an offense committed by, at the direction or right, whether n of any such allegation property llegation of with the consent or acquiescence of the infringement or violation is made by you or insured with the expectation of inflicting by any other partyinvolved in the claim or "personal and advertising injury". "suit", regardless of whether this b. Material Published With Knowledge Of insurance would otherwise apply. Falsity However, this exclusion does not apply if the "Personal and advertising injury"arising out of only allegation in the claim or "suit" involving oral, written or electronic publication, in any any intellectual property right is limited to: manner, of material, if done by or at the (1) Infringement, in your"advertisement", of: direction of the insured with knowledge of its falsity. (a) Copyright; c. Material Published Prior To Policy Period (b) Slogan; or "Personal and advertising injury"arising out of (c) Title of any literary or artistic work;or oral, written or electronic publication, in any (2) Copying, in your "advertisement", a manner, of material whose first publication person's or organization's "advertising took place before the beginning of the policy idea" or style of"advertisement". period. j. Insureds In Media And Internet Type d. Criminal Acts Businesses "Personal and advertising injury"arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is: of the insured. (1) Advertising, broadcasting, publishing or e. Contractual Liability telecasting; "Personal and advertising injury"for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others;or agreement. This exclusion does not apply to (3) An Internet search, access, content or liability for damages that the insured would service provider. have in the absence of the contract or agreement. However, this exclusion does not apply to f. Breach Of Contract Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the "Personal and advertising injury"arising out of a Definitions Section. breach of contract,except an implied contract to For the purposes of this exclusion, the placing use another's "advertising idea" in your of frames, borders or links, or advertising, for "advertisement". you or others anywhere on the Internet, is not g. Quality Or Performance Of Goods -Failure by itself, considered the business of To Conform To Statements advertising, broadcasting, publishing or "Personal and advertising injury"arising out of telecasting. the failure of goods, products or services to k. Electronic Chatrooms Or Bulletin Boards conform with any statement of quality or "Personal and advertising injury"arising out of performance made in your"advertisement". an electronic chatroom or bulletin board the HG 00 01 09 16 Page 7 of 21 insured hosts, owns, or over which the (4) Computer code, software or programming insured exercises control. used to enable: I. Unauthorized Use Of Another's Name Or (a)Your web site;or Product (b)The presentation or functionality of an "Personal and advertising injury"arising out of "advertisement" or other content on the unauthorized use of another's name or your web site. product in your e-mail address, domain name q. Right Of Privacy Created By Statute or metatags, or any other similar tactics to mislead another's potential customers. "Personal and advertising injury"arising out of m. Pollution the violation of a person's right of privacy created by any state or federal act. "Personal and advertising injury"arising out of However, this exclusion does not apply to the actual, alleged or threatened discharge, liability for damages that the insured would dispersal, seepage, migration, release or have in the absence of such state or federal escape of"pollutants"at any time. act. n. Pollution-Related r. Violation Of Anti-Trust law Any loss, cost or expense arising out of any: , "Personal and advertising injury"arising out of (1) Request, demand, order or statutory or a violation of any anti-trust law. regulatory requirement that any insured or s. Securities others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in "Personal and advertising injury"arising out of any way respond to, or assess the effects the fluctuation in price or value of any stocks, of,"pollutants"; or bonds or other securities. (2) Claim or suit by or on behalf of a t. Recording And Distribution Of Material Or governmental authority for damages Information In Violation Of Law because of testing for, monitoring, "Personal and advertising injury" arising cleaning up, removing, containing, directly or indirectly out of any action or treating, detoxifying or neutralizing, or in omission that violates or is alleged to violate: any way responding to, or assessing the (1) The Telephone Consumer Protection Act effects of, "pollutants". (TCPA), including any amendment of or o. War addition to such law; "Personal and advertising injury", however (2) The CAN-SPAM Act of 2003, including caused, arising, directly or indirectly, out of: any amendm ent of or addition to such law; (1) War, including undeclared or civil war; (3) The Fair Credit Reporting Act (FCRA), and (2) Warlike action by a military force, including any amendment of or addition to such law, action in hindering or defending against an including the Fair and Accurate Credit actual or expected attack, by any Transaction Act(FACTA);or government, sovereign or other authority (4) Any federal, state or local statute, using military personnel or other agents; ordinance or regulation, other than the or TCPA or CAN-SPAM Act of 2003 or FCRA (3) Insurrection, rebellion, revolution, usurped and their amendments and additions, that power, or action taken by governmental addresses, prohibits or limits the printing, authority in hindering or defending against dissemination, disposal, collecting, any of these. recording, sending, transmitting, communicating or distribution of material p. Internet Advertisements And Content Of or information. Others u. Employment-Related Practices "Personal and advertising injury" arising out of: "Personal and advertising injury"to: (1) An "advertisement"for others on your web (1) A person arising out of any "employment- related practices";or site; (2) Placing a link to a web site of others on (2) The spouse, child, parent, brother or sister of that person as a consequence of your web site; (3) Content, including information, sounds, "personal and advertising injury" to that g person at whom any employment-related text, graphics, or images from a web site practices"are directed. of others displayed within a frame or. border on your web site; or Page 8 of 21 HG 00 01 09 16 This exclusion applies: COVERAGE C MEDICAL PAYMENTS (1) Whether the injury-causing event 1. Insuring Agreement described in the definition of"employment- a. We will pay medical expenses as described related practices" occurs before below for "bodily injury" caused by an employment, during employment or after accident: employment of that person; (2) Whether the insured may be liable as an (1) On premises you own or rent; employer or in any other capacity;and (2) On ways next to premises you own or rent;or (3) To any obligation to share damages with or repay someone else who must pay (3) Because of your operations; damages because of the injury. provided that: v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the "asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the loss,costs or expenses that: accident; and (a) May be awarded or incurred by reason (3) The injured person submits to of any claim or suit alleging actual or examination, at our expense, by threatened injury or damage of any physicians of our choice as often as we nature or kind to persons or property reasonably require. which would not have occurred in b. We will make these payments regard less of whole or in part but for the "asbestos fault. These payments will not exceed the hazard"; applicable limit of insurance. We will pay (b)Arise out of any request, demand, reasonable expenses for: order or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident; test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices;and assess the effects of an "asbestos (3) Necessary ambulance, hospital, hazard"; or (c)Arise out of any claim or suit for professional nursing and funeral services. damages because of testing for, 2. Exclusions monitoring, cleaning up, removing, We will not pay expenses for"bodily injury": encapsulating, containing, treating, a. Any Insured detoxifying or neutralizing or in any To any insured, except "volunteer workers". way responding to or assessing the effects of an "asbestos hazard". b. Hired Person w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising injury"arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Laws information, credit card information, health information or any other type of nonpublic To a person, whether or not an "employee" of information. any insured, if benefits for the "bodily injury"are payable or must be provided under a workers' This exclusion applies even if damages are compensation or disability benefits law or a claimed for notification costs, credit similar law. monitoring expenses, forensic expenses, public relations expenses or any other loss, e. Athletics Activities cost or expense incurred by you or others To a person injured while practicing, arising out of any access to or disclosure of instructing or participating in any physical any person's or organization's confidential or exercises or games, sports, or athletic personal information. contests. HG 00 01 09 16 Page 9 of 21 f. Products-Completed Operations Hazard assumed by the insured In the same "insured Included within the "products-completed contract"; operations hazard". d. The allegations in the "suit" and the g. Coverage A Exclusions information we know about the "occurrence" Excluded under Coverage A. are such that no conflict appears to exist between the interests of the insured and the SUPPLEMENTARY PAYMENTS - COVERAGES interests of the indemnitee; A AND B e. The indemnitee and the insured ask us to 1. We will pay, with respect to any claim we conduct and control the defense of that investigate or settle, or any "suit" against an indemnitee against such "suit" and agree that insured we defend: we can assign the same counsel to defend a. All expenses we incur. the insured and the indemni tee;and b. Up to $1,000 for cost of bail bonds required f. The indemnitee: because of accidents or traffic law violations (1) Agrees in writing to: arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. (a)Cooperate with us in the investigation, We do not have to furnish these bonds. settlement or defense of the"suit"; c. The cost of appeal bonds or bonds to release (b)Immediately send us copies of any attachments, but only for bond amounts demands, notices, summonses or legal within the applicable limit of insurance. We do papers received in connection with the not have to furnish these bonds. "suit"; d. All reasonable expenses incurred by the (c)Notify any other insurer whose insured at our request to assist us in the coverage is available to the investigation or defense of the claim or"suit", indemni tee; and including actual loss of earnings up to $500 a (d)Cooperate with us with respect to day because of time off from work. coordinating other applicable e. All court costs taxed against the insured in insurance available to the indemnitee; the "suit". However, such costs do not and include attorneys' fees, attorneys' expenses, (2) Provides us with written authorization to: witness or expert fees, or any other expenses of a party taxed to the insured. (a)Obtain records and other information f. Prejudgment interest awarded against the related to the"suit"; and insured on that part of the judgment we pay. If (b)Conduct and control the defense of the we make an offer to pay the applicable limit of indemni tee in such "suit". insurance, we will not pay any prejudgm ent So long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemni tee, necessary litigation expenses g. All interest on the full amount of any judgment incurred by us and necessary litigation expenses that accrues after entry of the judgment and incurred by the indemnitee at our request will be before we have paid, offered to pay, or paid as Supplementary Payments. deposited in court the part of the judgment Notwithstanding the provisions of Paragraph that is within the applicable limit of insurance. 2.b.(2) of Section I - Coverage A - Bodily Injury These payments will not reduce the limits of And Property Damage Liability, such payments insurance. will not be deemed to be damages for "bodily 2. If we defend an insured against a "suit" and an injury"and "property damage" and will not reduce indemnitee of the insured is also named as a the limits of insurance. party to the "suit", we will defend that indemni tee Our obligation to defend an insured's indemnitee if all of the following conditions are met: and to pay for attorneys' fees and necessary a. The "suit" against the indemnitee seeks litigation expenses as Supplementary Payments damages for which the insured has assumed ends when: the liability of the indemnitee in a contract or a. We have used up the applicable limit of agreement that is an "insured contract"; insurance in the payment of judgments or b. This insurance applies to such liability settlements;or assumed by the insured; b. The conditions set forth above,or the terms of c. The obligation to defend, or the cost of the the agreement described in Paragra ph f. defense of, that indemnitee, has also been above, are no longer met. Page 10 of 21 HG 00 01 09 16 SECTION II-"WHO"IS AN.INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations.as: of Paragraph (1)(a)above; a. An individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a)or(1)(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 If you are not in the business of providing insured. Your members are also insureds, but professional health care services: only with respect to the conduct of your (a)Subparagraphs (1)(a), (1)(b) and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker" providing first aid managers. services;and d. An organization other than a partnership,joint (b)Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage" to property: stockholders are also Insureds, but only with respect to their liability as stockholders. (a) Owned, occupied or used by, e. A trust, you are an insured. Your trustees are (b)Rented to, in the care, custody or also insureds, but only with respect to their control 'of, or over which physical duties as trustees: control is being exercised for any 2. Each of the following is also an insured: purpose by you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive.officers"(if you are b. Real Estate Manager an organization other than a partnership, joint venture or limited liability company) or your Any person (other than your "employee" or managers (if you are a limited liability "volunteer worker"), or any organization while company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers"are insureds for: (1) With respect to liability arising out of the (1) "Bodily injury"or"personal and advertising maintenance or use of that property; and injury": (2) Until your legal representative has been (a)To you, to your partners or members (if appointed. you are a partners hip or joint venture), d. Legal Representative If You Die to your members (if you are a limited liability company), to a co-"employee" Your legal representative if you die, but only while in the course of his or her with respect to duties as such. That employment or performing duties representative will have all your rights and related to the conduct of your duties under this Coverage Part. business, or to your other "volunteer " e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally incorporated entity of business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that co-"employee" or that date of the Coverage Part. HG 00 01 09 16 Page 11 of 21 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insured under another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured by an policy but for its termination or the exhaustion endorsement issued by us and made a part of of its limits of insurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form, Any person(s) or organization(s) (referred to other than a partners hip, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the voting out of"your products"which are distributed or stock, will qualify as a Named Insured if there is sold in the regular course of the vendor's no other similar insurance available to that business and only if this Coverage Part organization. However: provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard the organization or the end of the policy (1) The insurance afforded the vendor is period,whichever is earlier; subject to the following additional b. Coverage A does not apply to "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply to: you acquired or formed the organization; and (a)"Bodily injury" or"property damage" e" for c. Coverage B does not apply to "personal and which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization. This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the less than 51 feet long and is not being used to contract or agreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission. Any other person or organization (c)Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor; arising out of the operation of the watercraft, and (d)Repackaging, except when unpacked only if no other insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability, demonstration, testing, or the However; no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then a. "Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (e) Any failure to make such inspections, b. "Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with 5: Additional Insureds When. Required By the distribution or sale of the products; Written Contract,; Written. Agreement Or (f) Demonstration, installation, servicing Permit or repair operations, except such The following person(s) or organization(s) are an operations performed at the vendors additional insured when you have agreed, in a premises in connection with the sale of written contract, written agreement or because of the product; a permit issued by a state or political subdivision, (g) Products which, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement. substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 (h)"Bodily injury" or "property .damage" omissions of those acting on your behalf: arising Out of the sole negligence of the (1) In connection with your premises;or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: With respect to the insurance afforded these (i)The exceptions contained in Sub additional insureds, the following additional paragraphs (d)or(f);or exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or norm ally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the products. 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders or drawings and whom you have acquired such products, specifications;or or any ingredient, part or container, entering into, accompanying or containing 2. Supervisory, inspection, architectural or such products. engineering activities. b. Lessors oduct ipment This exclusion applies even if the claims (1) Any person(s) or organization(s) from against any insured allege negligence or whom you lease equipm ent; but only with other wrongdoing in the supervision, hiring, employment, training or monitoring of others respect to their liability for "bodily injury", by that insured, if the "occurrence" which "property damage or "personal and caused the "bodily injury" or "property advertising Injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s)or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits, Issued By State Or Political these additional insureds this insurance Subdivisions does not apply to any 1 occurrence which takes place after the equipment lease Any state or political subdivision, but only with expires. respect to operations performed by you or on C. Lessors Of Land Or Premises. your behalf for which the state or political subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or premises leased to you. (1) "Bodily injury", "property damage" or With respect to the insurance afforded these "personal and advertising injury" arising additional insureds the following additional out operations performed for the state exclusions apply: or municipality;or (2) "Bodily "property e" „This insurance does not apply to: injury" or p pert y damage" included within the products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or organization. through e. above, but only with respect to d. Architects, Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury" caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury"caused, in whole or in part, behalf: by your acts or omissions or the acts or (1) In the performance of your ongoing operations; HG 00 01 0916 Page 13 of 21 (2) In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not included within the "products-completed shown as a Named Insured in the Declarations. operations hazard", but only if SECTION III-LIMITS OF INSURANCE (a)The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured; and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for"bodily injury" or "property damage" a, Insureds; included within the "products- completed operations hazard". b. Claims made or"suits"brought; or However: c. Persons or organizations making claims or (1) The insurance afforded to such additional bringing"suits". insured only applies to the extent 2. General Aggregate Limit permitted by law;and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by a contract or a. Medical expenses under Coverage C; agreement, the insurance afforded to such b. Damages under Coverage A, except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" included in the "products- or agreement to provide for such completed operations hazard"; and additional insured. c. Damages under Coverage B. With respect to the insurance afforded to 3. Products-Completed Operations Aggregate these additional insureds, this insurance does Limit not apply to: "Bodily Injury", "property damage" or The Products-Completed Operations Aggregate "personal and advertising injury" arising out of Limit is the most we will pay under Coverage A the rendering of, or the failure to render, any for damages because of "bodily injury" and professional architectural, engineering or "property damage" included in the "products- surveying services, including: completed operations hazard". (1) The preparing, approving, or failing to 4. Personal And Advertising Injury Limit prepare or approve, maps,shop drawings, Subject to 2. above, the Personal and opinions, reports, surveys, field orders, Advertising Injury Limit is the most we will pay change orders or drawings and under Coverage B for the sum of ail damages specifications;or because of all "personal and advertising injury" (2) Supervisory, inspection, architectural or sustained by any one person or organization. engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2. or 3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hiring, the sum of: employment, training or monitoring of others a. Damages under Coverage A;and by that insured, if the "occurrence" which caused the "bodily injury" or "property b. Medical expenses under Coverage C damage", or the offense which caused the because of all "bodily injury" and "property "personal and advertising injury", involved the damage" arising out of any one "occurrence". rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you. Subject to 5. above, the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage A for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other insurance rented to you, or in the case of damage by fire, is available to the additional insured is described lightning or explosion, while rented to you or in the Other Insurance Condition in Section IV - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner. Page 14 of 21 HG 00 01 09 16 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To If a claim is made or "suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion (1) Immediately record the specifics of the or any combination of these. claim or"suit"and the date received; and 7. Medical Expense Limit (2) Notify us as soon as practicable. Subject to 5. above, the Medical Expense Limit is the most we will pay under Coverage C for all You or any additional insured must see to it medical expenses because of "bodily injury" that we receive written notice of the claim or sustained by any one person. "suit"as soon as practicable. 8. How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The Insured If you have agreed In a written contract or written agreement that another person or organization You and any other involved insured must: be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply.. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid,without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS If we cover a claim or "suit" under this Coverage Part that may also be covered by 1. Bankruptcy other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence" or additional insured only when such offense took place; "occurrence", offense, claim or"suit" is known (2) The names and addresses of any injured to: persons and witnesses; and (1) You or any additional insured that is an (3) The nature and location of any Injury or individual; damage arising out of the "occurrence" or (2) Any partner, if you or the additional offense. insured is a partnership; HG 00 01 0916 Page 15 of 21 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation; you or terriporari ly occupied by you with (5) Any trustee, if you or the additional permission of the owner; insured is a trust;or (4) Aircraft, Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section I- Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (5) Property Damage To Borrowed Equipment Or Use Of Elevators No person or organization has a right under this Coverage Part: If the loss arises out of"property damage" to borrowed equipment or the use of a. To join us as a party or otherwise bring us elevators to the extent not subject to into a "suit" asking for damages from an Exclusion j. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available 'to you against an 'insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of by that insurance; or liability signedby us, the Insured and the claimant or the claimant's legal representative. (7) When You Add Others As, An 4. Other Insurance Additional Insured To This Insurance If other valid and collectible insurance is My other insurance available to an available to the insured for loss we cover under additional insured. r Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured under this coverage part. This insurance is primary except when b. (a)Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below. agreed in a written contract or written b. Excess Insurance agreement that this insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c.below. (1) Your Work (b)Primary And Non-Contributory 'To. That is Fire, Extended Coverage, Builder's Other Insurance When Required By Risk, Installation Risk or similar coverage Contract for"your work"; If you have agreed in a written (2) Premises Rented To You contract, written agreement, Cr permit' is fire, lightning or explosion that this insurance is primary and non- Thatcontributory with the additional insurance for premises rented to you or insured's own insurance, this insurance temporarily occu pied by you with is primary and we will not seek permission of the owner; contribution from that other insurance. Page 16'of 21 HG 00 01 09 16 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request. insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have no duty under Coverages A or B to defend By accepting this policy,you agree: the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that "suit"..If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and • entitled to the insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b. Unintentional Failure To Disclose Hazards insurance, we will pay only our share of the amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance. 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, bought specifically to apply in excess of the this insurance applies: Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom If all of the other insurance permits claim is made or"suit" is brought. contribution by equal shares, we will follow 8. Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has a. Transfer Of Rights Of Recovery paid its applicable limit of insurance or none of the loss remains,whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this ,b. Waiver Of Rights 'Of Recovery (Waiver Of Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the .earned premium for that period under this Coverage Part, we also waive that and send notice to the first Named Insured. right, provided the insured waived their rights The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or on the bill. If the sum of the advance and permit that was executed prior to the injury or audit premiums paid for the policy period is damage. greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured. If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the H0 00 01 0916 Page17of21 nonrenewal not less than 30 days before the c. All other parts of the world if the injury or expiration date. damage arises out of: If notice is mailed, proof of mailing will be (1) Goods or products made or sold by you in sufficient proof of notice. the territory described in a. above; SECTION V-DEFINITIONS (2) The activities of a person whose home is 1. "Advertisement" means the widespread public in the territory described In a.above, but Is dissemination of Information or images that has away for a short time on your business;or the purpose of inducing the sale of goods, (3) "Personal and advertising injury" offenses products or services through: that take place through the Internet or a. (1)Radio; similar electronic means of communication (2) Television; provided the insured's responsibility to pay damages is determined in the United States of (3) Billboard; America (including its territories and possessions), (4) Magazine; Puerto Rico or Canada, in a "suit" on the merits (5) Newspaper; or according to the substantive law in such territory or b. Any other publication that is given widespread in a settlement we agree to. public distribution. 7. "Employee" includes a "leased worker". However, "advertisement" does not Include: "Employee" does not include a "temporary worker". a. The design, printed material, information or 8. "Employment-Related Practices"means: images contained in, on or upon the packaging or labeling of any goods or a. Refusal to employ that person; products;or b. Termination of that person's employment; or b. An interactive conversation between or c. Employment-related practices, policies, acts among persons through a computer network. or omissions, such as coercion, demotion, 2. "Advertising idea" means any idea for an evaluation, reassignment, discipline, "advertisement", defamation, harassment, humiliation, 3. "Asbestos hazard" means an exposure or discrimination or malicious prosecution directed at that person. threat of exposure to the actual or alleged properties of asbestos and includes the mere 9. "Executive officer"means a person holding any presence of asbestos in any form. of the officer positions created by your charter, 4. "Auto" means: constitution, by-laws or any other similar governing document. a. A land motor vehicle, trailer or semitrailer 10."Hostile fire" means one which becomes designed for travel on public roads, including uncontrollable or breaks out from where it was any attached machinery or equipment; or intended to be. b. Any other land vehicle that is subject to a 11."impaired property" means tangible property, compulsory or financial responsibility law or other than "your product" or "your work", that other motor vehicle insurance law where it is cannot be used or is less useful because: licensed or principally garaged. However, "auto" does not include "mobile a. It incorporates "your product" or "your work" that is known or thought to be defective, equipment deficient, inadequate or dangerous; or 5. "Bodily injury"means physical: b. You have failed to fulfill the terms of a a. Injury; contract or agreement; b. Sickness;or if such property can be restored to use by the c. Disease repair, replacement, adjustment or removal of sustained by a person and, if arising out of the "your product" or "your work", or your fulfilling the above, mental anguish or death at any time. terms of the contract or agreement. 6. "Coverage territory"means: 12."Insured contract"means: a. The United States of America (including its a. A contract for a lease of premises. However, territories and possessions), Puerto Rico and that portion of the contract for a lease of Canada; premises that indemnifies any person or b. International waters or airspace, but only if organization for damage by fire, lightning or the injury or damage occurs in the course of explosion to premises while rented to you or travel or transportation between any places temporarily occupied by you with permission included in a. above;or of the owner is subject to the Damage to Page 18 of 21 HG 00 01 09 16 Premises Rented To You Limit described in 14."Loading or unloading" means the handling of Section III-Limits of Insurance; property: b. A sidetrack agreement; a. After it is moved from the place where it is c. Any easement or license agreement, accepted for movement into or onto an including an easement or license agreement aircraft,watercraft or"auto'; in connection with construction or demolition b. While it is in or on an aircraft, watercraft or operations on or within 50 feet of a railroad; "auto'; or d. An obligation, as required by ordinance, to c. While it is being moved from an aircraft, indemnify a municipality, except in connection watercraft or "auto" to the place where it is with work for a municipality; finally delivered; e. An elevator maintenance agreement; but "loading or unloading" does not include the f. That part of any other contract or agreement movement of property by means of a mechanical pertaining to your business (including an device, other than a hand truck, that is not indemnification of a municipality In connection attached to the aircraft,watercraft or"auto". with work performed for a municipality) under 15."Mobile equipment" means any of the following which you assume the tort liability of another types of land vehicles, including any attached party to pay for "bodily injury" or "property damage" to a third person or organization, machinery or equipment: provided the "bodily injury" or "property a. Bulldozers,farm machinery, forklifts and other damage" is caused, in whole or in part, by vehicles designed for use principally off public you or by those acting on your behalf. Tort roads; liability means a liability that would be b. Vehicles maintained for use solely on or next imposed by law in the absence of any to premises you own or rent; contract or agreement. c. Vehicles that travel on crawler treads; Paragraph f.includes that part of any contract d. Vehicles, whether self-propel led or not, or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising maintained primarily to provide mobility to permanently mounted: out of construction or demolition operations, within 50 feet of any railroad property and (1) Power cranes, shovels,loaders,diggers or affecting any railroad bridge or trestle, tracks, drills;or road-beds,tunnel, underpass or crossing. (2) Road construction or resurfacing However, Paragraph f. does not include that equipment such as graders, scrapers or part of any contract or agreement: rollers; (1) That indemnifies an architect, engineer or e. Vehicles not described In a., b.,c.or d.above surveyor for injury or damage arising out of: that are not self-propelled and are maintained (a) Preparing, approving, or failing to primarily to provide mobility to permanently prepare or approve, maps, shop attached equipment of the following types: drawings, opinions, reports, surveys, (1) Air compressors, pumps and generators, field orders, change orders or drawings including spraying, welding, building and specifications;or cleaning, geophysical exploration, lighting (b)Giving directions or instructions, or and well servicing equipment; or failing to give them, if that is the (2) Cherry pickers and similar devices used to primary cause of the injury or damage; raise or lower workers; or f. Vehicles not described in a., b.,c.or d.above (2) Under which the insured, if an architect, maintained primarily for purposes other than engineer or surveyor, assumes liability for the transportation of persons or cargo. an injury or damage arising out of the However, self-propelled vehicles with the insured's rendering or failure to render following types of permanently attached professional services, including those listed equipment are not "mobile equipment" but will in (1) above and supervisory, inspection, be considered "autos": architectural or engineering activities. 13."Leased worker" means a person leased to you (1) Equipment designed primarily for: by a labor leasing firm under an agreement (a)Snow removal; between you and the labor leasing firm, to (b)Road maintenance, but not perform duties related to the conduct of your construction or resurfacing; or business. "Leased worker" does not include a "temporary worker". (c)Street cleaning; HG 00 01 09 16 Page 19 of 21 (2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted on automobile or truck chassis abandon ed. However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the (3) Air compressors, pumps and generators, following times: including spraying, welding, building (a)When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipm ent. (b)When all of the work to be done at the However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or (c)When that part of the work done at a principally garaged. Land vehicles subject to a job site has been put to its intended compulsory or financial responsibility law or other use by any person or organization motor vehicle insurance law are considered other than another contractor or "autos". subcontractor working on the same 16."Occurrence" means an accident, including project. continuous or repeated exposure to substantially Work that may need service, the same general harmful conditions. maintenance, correction, repair or 17."Personal and advertising injury" means replacement, but which is otherwise injury, including consequential "bodily injury", complete, will be treated as completed. arising out of one or more of the following b. Does not include "bodily injury" or "property offenses: damage" arising out of: a. False arrest, detention or imprisonment; (1) The transportation of property, unless the b. Malicious prosecution; injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or Invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies, by any insured; committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused d. Oral, written or electronic publication, in any materials;or manner, of material that slanders or libels a (3) Products or operations for which the person or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services; completed operations are subject to the e. Oral, written or electronic publication, in any General Aggreg ate Limit. manner, of material that violates a person's 20."Property damage"means: right of privacy; a. Physical injury to tangible property, including f. Copying, in your "advertisement", a person's all resulting loss of use of that property. All or organization's "advertising idea" or style of such loss of use shall be deemed to occur at "advertisement"; or the time of the physical injury that caused it; g. Infringement of copyright, slogan, or title of or any literary or artistic work, in your b. Loss of use of tangible property that is not "advertisement". physically injured. All such loss of use shall 18."Pollutants" mean any solid, liquid, gaseous or be deemed to occur at the time of the thermal irritant or contaminant, including smoke, "occurrence" that caused it. vapor, soot, fumes, acids, alkalis, chemicals and As used in this definition, computerized or waste. Waste includes materials to be recycled, electronically stored data, programs or software reconditioned or reclaimed. are not tangible property. Electronic data means 19."Products-completed operations hazard": information,facts or programs: a. Includes all "bodily injury" and "property a. Stored as or on; damage" occurring away from premises you own or rent and arising out of "your product" b. Created or used on; or or"your work"except: c. Transmitted to or from; (1) Products that are still in your physical computer software, including systems and possession; or applications software, hard or floppy disks, CD- Page 20 of 21 HG 00 01 09 16 ROMS, tapes, drives, cells, data processing 25. "Your work": devices or any other media which are used with a. Means: electronically controlled equipment. (1) Work or operations performed by you or 21."Suit" means a civil proceeding in which on your behalf; and damages because of "bodily injury", "property damage" or "personal and advertising injury" to (2) Materials, parts or equipment furnished in which this insurance applies are alleged. "Suit" connection with such work or operations. includes: b. Includes a. An arbitration proceeding in which such (1) Warranties or representations made at damages are claimed and to which the any time with respect to the fitness, insured must submit or does submit with our quality, durability, performance or use of consent; or "your work", and b. Any other alternative dispute resolution (2) The providing of or failure to provide proceeding in which such damages are warnings or instructions. claimed and to which the insured submits with our consent. 22."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who a. Is not your"employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. FIG 00 01 09 16 Page 21 of 21 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND STERLING OC ENTERPRISES, LLC FOR TECHNICAL THEATER AND EVENTS SUPPORT THIS AGREEMENT ("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called "City," and Sterling OC Enterprises, LLC, a California Limited Liability Company, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of Theater and Event production. B. Contractor represents that Contractor is able and willing to provide such services to the City. 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 comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A," which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates Carlos San Roman, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 22-11358/283749 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit`B." The total sum to be expended under this Agreement, shall not exceed Forty Four Thousand Dollars ($44,000)per year for any one year during the term of this Agreement,with a three (3) year aggregate total not to exceed amount of One Hundred Thirty Two Thousand Dollars ($132,00). b. Payment by City shall be made within thirty(30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 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. C. Contractor shall be paid pursuant to the terms of Exhibit`B." 4. Term Time is f the essence of this Agreement. The services of Contractor are to commence 3' / 22, or as soon as practicable after the execution of this Agreement by City (the"Commencement Date") and terminate three years from date of commencement, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit"A" are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. Extra Work In the event City requires additional services not included in Exhibit"A" or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit. 22-11358/283749 2 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 22-11358/283749 3 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a"deductible" or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement"page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and C. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten(10) days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 22-11358/283749 4 12. Independent Contractor Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest 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. 14. 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 Director may require Contractor to deliver to the City all work product 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 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. 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 are not embodied herein. 22-11358/283749 5 16. Assignment Inasmuch as to 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. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach Sterling OC Enterprises, LLC Attn: Director of Community& Library Services Attn: Carlos San Roman 2000 Main Street 2948 E. Craig Drive Huntington Beach, CA 92648 Orange, CA 92869 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 22-11358/283749 6 21. Section Headings The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; 22-11358/283749 7 and City shall not be liable for payment of any legal services expenses incurred by Contractor. 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. 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. 29. Professional Licenses Contractor shall, through 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 Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22-11358/283749 8 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully 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. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 22-11358/283749 9 35. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a STERLING OC ENTERPRISES, LLC municipal corporation of the State of a California Limited Liability Company California B r Mayor aS 'Q&A Pd�►•ra� 1 Print name ITS: (circle one)Chairm reP siden Vice President Citv Clerk AND Bylnna She, INITIATED AND APPROVED: Print name ITS: (circle on Secre Chief Financial Oificer!Assi. Secretary-Treasurer Director of Comm. & Library Svs APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED: City Manager COUNTERPART 22-11358r283744 10 35. Effective Date IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a STERLING OC ENTERPRISES, LLC municipal corporation of the State of a California Limited Liability Company California e4j M By: Mayor Print name ITS: (circle one) Chairman/President/ Vice President City Clerk AND By. INITIATED AND APPROVED: Print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer Director of omm. & Library Svs APPROVED AS FORM: City Attorney IE E ND APPROVED: I Cit ag COUNTERPART 22-11358/283749 10 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Huntington Beach Community and Library Services requires the CONTRACTOR to operate the Huntington Beach Library Theater and provide AV support for Huntington Beach Community and Library Services facilities and meeting spaces. The CONTRACTOR will provide trained and experienced staff with a background in all aspects of sound, lighting and other electronic equipment necessary for successful theater productions and other types of entertainment, social and business events. Examples of the kind of duties to be performed may include but are not limited to the following: Provide technical support for sound and light board operations for a variety of theater programs, as well as connecting and operating microphones, projectors ,VCR's, DVD players and laptops in the Community and Library Services' meeting rooms and facilities. Work with CITY staff to create an efficient inventory management system for controlling the storage, location and use of equipment necessary for successful productions and events in the Library's meeting rooms and Theater. Work with the regular and after-hours Library security staff to consistently maintain an updated inventory of available library equipment for support of events. Trouble-shoot any maintenance or repair issues that might manifest during the course of operation of the Library's sound, light, AV equipment, including need for ordering replacement bulbs or other repairs and maintenance. Plan light design, initiate fixture placement and program computer for light board operations. Change main stage curtains as necessary. Knowledge and experience with backlighting in conjunction with use of the main stage Cyclorama curtain when requested by clients. Availability to contact and meet with clients, when requested, prior to planned programs. Complete closing reports describing any issues/problems encountered during programs, and effectively communicate that to Library Facilities Rental staff. Work with CITY staff to ensure effective communication between library staff and clients, in support of events and productions. Basic knowledge of the CITY's/State's policies, practices, Fire and Safety Laws. B. CONTRACTOR'S DUTIES AND RESPONSIBILITIES: 1. CONTRACTOR agrees to provide CITY with trained staff to support the needs of the production calendar. Staffing is required on an as needed basis, throughout the year, with peak times during the fall and Holiday seasons. The library estimates that anywhere from 5 to 20 hours per week of coverage will be needed to effectively support the events and programs, with the understanding that more support may be required during peak periods. 2. CONTRACTOR agrees to have a representative available for regular consultant on the production schedule and for possible meetings with clients to review the requirements of an event. CONTRACTOR will not consult with any client without expressed authorization and approval from CITY Staff. Contractor will not consult with client bringing in or leaving any type of equipment in theater on non-scheduled days. Contactor will not let clients enter the facility before scheduled time. 3. CONTRACTOR agrees to operate within the framework of the City and State's policies, practices, fire and safety laws. C. CITY'S DUTIES AND RESPONSIBILITIES 1. Designated CITY staff will provide the CONTRACTOR with an updated weekly calendar, including details on all events in the meeting rooms that require support. 2. Designated CITY staff will be the primary contact and will coordinate communication between the CONTRACTOR and clients. D. WORK PROGRAM/PROJECT SCHEDULE 1. Schedules will vary and will be arranged on a weekly basis between CITY staff and the CONTRACTOR. EXHIBIT "B" Payment Schedule (Hourly Payment) A. Hourly Rate CONSULTANT'S fees for such services shall be based upon the following hourly rate and cost schedule: $40.00 per hour B. Travel Charges for time during travel are not reimbursable. C. Billing 1. All billing shall be done monthly in fifteen (15) minute increments and matched to an appropriate breakdown of the time that was taken to perform that work and who performed it. 2. Each month's bill should include a total to date. That total should provide,at a glance, the total fees and costs incurred to date for the project. 3. A copy of memoranda, letters, reports, calculations and other documentation prepared by CONSULTANT may be required to be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 4. CONSULTANT shall submit to CITY an invoice for each monthly payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty(30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 5. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. r STEROCE-01 ERICHBROLIHAR '4`,� CERTIFICATE OF LIABILITY INSURANCE DATS;8i2oZ2 Y, 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(les)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 endorsements. PRODUCER CON FACT Elie Zbur NFP Property&Casualty Services,Inc. PHONE FAX 2450 Tapo Street (A/C,No,Exl):(805)537-0109 iArc,No:(805)579-1916 Simi Valley,CA 93063 EDpAIL :elie.zbur nfp.com _ INSURERS AFFORDING COVERAGE NAIC p _ INSURER A:Hartford Insurance Company of the Midwest 37478 INSURED INSURER 8:Hartford Underwriters Insurance Company 30104 SterlingOC Enterprises LLC INSURER c:Hartford Fire Insurance Company 19682 2948 E.Craig Drive INSURER D- Orange,CA 92869 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: 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 ADOL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRA X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 CLAIMS-MADE rX OCCUR 72UUNCE6600 3/24/2022 312412023 OMEtAGETOeocTu e e S 300,000 MED EXP(Any oneperson) S 10,000 PERSONAL&ADV INJURY 5 1,000,000 GENL AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ �__ 2,000,000 X POLICY ,P1ECT LOG PRODUCTS-COMPIOPAGG S 2,000,000 OTHER: S B AUTOMOBILELIABILITY COEaeadedeO31NGLELIMIT 5 1,000,000 Ix ANY AUTO 72UENCG2086 3124/2022 3/24/2023 BODILYIS OWNED SCHEDULEDAfUTOSONLY AUTOOoS pp BODILY INJURY Per acddeNj $ AUR OS ONLY AUOTOS NIY FiO. .,j AMAGE eraccl enl S,_ A PROVED AS TO FORM UMBRELLA LIAR OCCUR _ EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE By: - AGGREGATE $ l E.G TES — JDEDFIRETENTIDN$ GM.ATTLoo Sy5 A WORKERS COMPENSATION PER OTH- N CITY OF HUNTINGT N BEACH X AND EMPLOYERS'LIABILITY Y! 72WEAKOP8V 212012022 2/20/2023 ER 1,000,000 ANY PROPRIETgORIPARTNERIEXECUTIVE E.L. ACCIDENT _ FICE�t/MF��NH)EXCLUDED? a NIA 1 OOO,OQO (Maeda o N E.L.DISEASE.-EA EMPLOYE If yes,describe under 1000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ , C Misc Owned/Rented 72UUNCE6600 3124/2022 3124/2023 Limit 150,000 C Special Form/RC 72UUNCE6500 312412022 3124/2023 Deductible 2,600 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is re ulred THIS CERTIFICATE ONLY APPLIES TO EQUIPMENT AND VEHICLE SUB-RENTALS MADE BY THE NAMED INSURE Certificate Holder,The City of Huntington Beach,Its officers,elected or appointed officials,employees agents,and volunteers,are included as Additional Insured and/or Loss Payee as respects to Liability and as required by written contract or agreement but only as respects losses arising from the actions and/or operations of the Named Insured per attached form. Justin.Wessets@su rfcily-hb CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, The City of Huntington Beach ACCORDANCE WITH THE POLICY PROVIS ONSCE WILL BE DELIVERED IN 2000 Main St Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE ACORD 25(2016103) ©19BB-2016 ACORD CORPORATION. All rights reserved, The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID:STEROCE-01 ERICHBROUHARD LOC#: 1 A O" ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED NFP Property&Casualty Services Inc, Sterling OC Enterprises LLC p y y 2948 E.Craig Drive POLICY NUMBER Orange,CA 92869 EE PAGE 1 Orange CARRIER NAIC CODE EE PAGE 1 SEEP 1 EFFECTIVE DATE:SEEP G 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 26 FORM TITLE: Certlficate of Liability Insurance CONTRACTUAL INSURANCE REQUIREMENTS Hired Auto Physical Damage $50,000 or Actual Cash Value or Cost of Repair,whichever is smallest,minus $1,000 deductible for each covered auto. The attached Certificate of Insurance is provided as part of our service to our client,the Insured.if special endorsements have been provided,they also are indicated attached.You may find that these documents do not comply with all the terms and conditions of the underlying contract between the Certificate Holder and the Insured due to the insurance company's insuring conditions, limitations,exclusions,and other terms. If you have any questions,please contact the undersigned. NFP Property&Casualty Insurance Services,Inc. CA LICENSE#OF15715 2450 TAPO ST SIMI VALLEY,CA 93063 TELEPHONE:(805)579-1900 FAX:(805)579A916 ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 72 UUN CE6500 COMMERCIAL GENERAL LIABILITY CG 20 10 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Locations Of Covered Operations THE CITY OF HUNTINGTON BEACH 2O00 MAIN ST ITS OFFICERS, ELECTED OR APPOINTED HUNTINGTON BEACH CA 92648 OFFICIALS, EMPLOYEES, AGENTS AND VOLUNTEERS Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section Il — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only with exclusions apply: respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage" or "personal and advertising injury" "property damage"occurring after: caused,in whole or In part, by: 1. All work, including materials, parts or equipment 1. Your acts or omissions;or furnished in connection with such work, on the 2. The acts or omissions of those acting on your project (other than service, maintenance or behalf; repairs) to be performed by or on behalf of the in the performance of your ongoing operations for additional insured(s) at the location of the the additional insureds) at the location(s) covered operations has been completed;or designated above. 2. That portion of"your work"out of which the injury However: or damage arises has been put to its intended 1. The Insurance afforded to such additional use by any person or organization other than another contractor or subcontractor engaged in insured only applies to the extent permitted by performing operations for a principal as a part of law;and the same project. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 04 13 O Insurance Services Office, Inc., 2012 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable Limits of additional insureds, the following is added to Insurance shown In the Declarations; Section III—limits Of Insurance: whichever is less. If coverage provided to the additional insured Is This endorsement shall not Increase the applicable required by a contract or agreement, the most we Limits of Insurance shown in the Declarations. will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement;or Page 2 of 2 ©Insurance Services Office, Inc., 2012 CG 20 10 0413 POLICY NUMBER: 72 UUN CE6500 COMMERCIAL GENERAL LIABILITY CG 20 37 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations THE CITY OF HUNTINGTON BEACH, ITS 2000 MAIN ST OFFICERS, ELECTED OR APPOINTED HUNTINGTON BEACH CA 92648 OFFICIALS, EMPLOYEES AGENTS AND VOLUNTEERS 2000 MAIN ST HUNTINGTON BEACH CA 92648 Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II —Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional Insured the person(s) or additional insureds, the following is added to Section III organization(s) shown in the Schedule, but only —Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, by required by a contract or agreement, the most we will "your work" at the location designated and pay on behalf of the additional insured is the amount of described in the Schedule of this endorsement insurance: performed for that additional insured and 1. Required by the contract or agreement;or included in the "products-completed operations hazard". 2. Available under the applicable Limits of Insurance However: shown in the Declarations; 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the applicable by law; and Limits of Insurance shown in the Declarations. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 37 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 SECTION li -WHO IS AN INSURED "volunteer worker" as a consequence 1. If you are designated in the Declarations as: of Paragraph (1)(a)above; a. An Individual, you and your spouse are (c) For which there is any obligation to insureds, but only with respect to the conduct share damages with or repay someone of a business of which you are the sole else who must pay damages because owner. of the injury described in Paragraphs b. A partnership or joint venture, you are an (1)(a)or(1)(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 If you are not in the business of providing insured. Your members are also insureds, but professional health care services: only with respect to the conduct of your (a)Subparagraphs (1)(a), (1)(b) and (1)(c) business. Your managers are insureds, but above do not apply to any "employee" only with respect to their duties as your or "volunteer worker" providing first aid managers. services;and d. An organization other than a partnership, joint (b)Subparagraph (1)(d) above does not venture or limited liability company, you are apply to any nurse, emergency medical an insured. Your "executive officers" and technician or paramedic employed by directors are insureds, but only with respect to you to provide such services. their duties as your officers or directors. Your (2) "Property damage" to property: stockholders are also Insureds, but only with respect to their liability as stockholders. (a) Owned, occupied or used by, e. A trust, you are an insured. Your trustees are (b}Rented to, o the care, custody or also insureds, but only with respect to their control of, over which physical duties as trustees. control Is being exercised for any purpose by 2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member (if you Your "volunteer workers" only while are a partnership or joint venture), or any performing duties related to the conduct of member (if you are a limited liability your business, or your "employees", other company). than either your"executive officers"(if you are b, Real Estate Manager an organization other than a partnership, joint venture or limited liability company) or your Any person {other than your "employee" or "volunteer worker"), or any organization while managers (if you are a limited liability company), but only for acts within the scope acting as your real estate manager. of their employment by you or while c. Temporary Custodians Of Your Property performing duties related to the conduct of Any person or organization having proper your business. temporary custody of your property if you die, However, none of these "employees" or but only: "volunteer workers"are insureds for: (1) With respect to liability arising out of the (1) 'Bodily injury"or"personal and advertising maintenance or use of that property; and injury": (2) Until your legal representative has been (a)To you, to your partners or members (if appointed. you are a partnership or joint venture), d. Legal Representative If You Die to your members (if you are a limited liability company), to a co-"employee" Your legal representative if you die, but only while in the course of his or her with respect to duties as such. That w hale In the or performing duties representative will have all your rights and emplrelated to the conduct of your duties under this Coverage Part. business, or to your other "volunteer e. Unnamed Subsidiary workers" while performing duties Any subsidiary, and subsidiary thereof, of related to the conduct of your yours which is a legally Incorporated entity of business; which you own a financial interest of more (b)To the spouse, child, parent, brother or than 50% of the voting stock on the effective sister of that cc-"employee" or that date of the Coverage Part. HG 00 01 09 16 Page 11 of 21 The insurance afforded herein for any A person or organization is an additional insured subsidiary not named in this Coverage Part under this provision only for that period of time as a named insured does not apply to injury required by the contract or agreement. or damage with respect to which such insured However, no such person or organization is an is also a named insured under another policy insured under this provision if such person or or would be a named insured under such organization is included as an insured by an policy but for its termination or the exhaustion endorsement issued by us and made a part of of its limits of insurance. this Coverage Part. 3. Newly Acquired Or Formed Organization a. Vendors Any organization you newly acquire or form, Any person(s) or organization(s) (referred to other than a partnership, joint venture or limited below as vendor), but only with respect to liability company, and over which you maintain "bodily injury" or "property damage" arising financial interest of more than 50% of the voting out of"your products"which are distributed or stock, will qualify as a Named Insured If there is sold In the regular course of the vendor's no other similar insurance available to that business and only If this Coverage Part organization. However, provides coverage for "bodily injury" or a. Coverage under this provision is afforded only "property damage" included within the until the 180th day after you acquire or form "products-completed operations hazard". the organization or the end of the policy (1) The insurance afforded the vendor is period,whichever is earlier; subject to the following additional b. Coverage A does not apply to "bodily injury" exclusions: or "property damage" that occurred before This insurance does not apply to: you acquired or formed the organization; and (a)"Bodily injury" or"property damage" e" for c. Coverage B does not apply to "personal and which the vendor is obligated to pay advertising injury" arising out of an offense damages by reason of the assumption committed before you acquired or formed the of liability in a contract or agreement. organization. This exclusion does not apply to 4. Nonowned Watercraft liability for damages that the vendor With respect to watercraft you do not own that is would have in the absence of the less than 51 feet long and is not being used to contract or agreement; carry persons for a charge, any person is an (b)Any express warranty unauthorized by insured while operating such watercraft with your you; permission. Any other person or organization (c)Any physical or chemical change in the responsible for the conduct of such person is product made intentionally by the also an insured, but only with respect to liability vendor; arising out of the operation of the watercraft, and (d)Repackaging, except when unpacked only if no other Insurance of any kind is available solely for the purpose of inspection, to that person or organization for this liability. demonstration, testing, or the However, no person or organization is an insured substitution of parts under instructions with respect to: from the manufacturer, and then a. "Bodily injury" to a co-"employee" of the repackaged in the original container; person operating the watercraft; or (e) Any failure to make such Inspections, b. "Property damage" to property owned by, adjustments, tests or servicing as the rented to, in the charge of or occupied by you vendor has agreed to make or normally or the employer of any person who is an undertakes to make in the usual insured under this provision. course of business, in connection with 5, Additional Insureds When Required .8 the distribution or sale of the products; Written Contract; Written Agreement Or (f) Demonstration, installation, servicing Permit or repair operations, except such The following person(s) or organization(s) are an operations performed at the vendor's additional insured when you have agreed, in a premises in connection with the sale of written contract, written agreement or because of the product; a permit issued by a state or political subdivision, (g) Products which, after distribution or that such person or organization be added as an sale by you, have been labeled or additional insured on your policy, provided the relabeled or used as a container, part injury or damage occurs subsequent to the or ingredient of any other thing or execution of the contract or agreement, substance by or for the vendor; or Page 12 of 21 HG 00 01 09 16 (h)"Bodily injury" or "property damage" omissions of those acting on your behalf; arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf. exclusion does not apply to: (i}The exceptions contained in Sub- With respect to the insurance afforded these or(f);or additional insureds, the following additional paragraphs ( exclusion applies: (ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and agreed to make or normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including: with the distribution or sale of the products. 1. The preparing, approving, or failing to prepare or approve, maps, shop drawings, (2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from whom you have acquired such products, change orders or drawings and or any ingredient, part or container, specifications; or entering into, accompanying or containing 2. Supervisory, inspection, architectural or such products. engineering activities. b. 6essoh pro ucts.Equipment This exclusion applies even if the claims (1) Any person(s) or organization(s) from against any insured allege negligence or whom you lease equipment; but only with other wrongdoing In the supervision, hiring, employment, training or monitoring of others respect to their liability for "bodily injury", b that insured, If the "occurrence" which "property damage" or "personal and y caused the "bodily injury" or "property advertising injury" caused, in whole or in damage", or the offense which caused the part, by your maintenance, operation or "personal and advertising injury", involved the use of equipment leased to you by such rendering of or the failure to render any person(s)or organization(s). professional services by or for you. (2) With respect to the insurance afforded to e. Permits Issued By State Or 'Political these additional insureds this insurance Subdivisions does not apply to any occurrence which takes place after the equipment lease Any state or political subdivision, but only with respect to operations performed by you or on expires, c. Lessors.Of land Or Prem€ses' your behalf for which the state or political subdivision has issued a permit. Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to: maintenance or use of that part of the land or (1) "Bodily injury", "property damage" or premises leased to you. With respect to the insurance afforded these arising ,personal and advertising injuryout of operations performed for the state additional insureds the following additional or municipality; or exclusions apply: This insurance does not apply to: (2) "Bodily injury" or ''property damage" included within the products-completed 1. Any "occurrence" which takes place after operations hazard". you cease to lease that land; or f. Any Other Party 2. Structural alterations, new construction or Any other person or organization who is not demolition operations performed by or on an additional insured under Paragraphs a. behalf of such person or organization. through e. above, but only with respect to d. Architects,Engineers Or Surveyors liability for "bodily injury", "property damage" Any architect, engineer, or surveyor, but only or"personal and advertising injury"caused, in with respect to liability for "bodily injury", whole or in part, by your acts or omissions or "property damage" or "personal and the acts or omissions of those acting on your advertising injury" caused, in whole or in part, behalf: by your acts or omissions or the acts or (1) In the performance of your ongoing operations; HG 00 0109 16 Page 13 of 21 (2) In connection with your premises owned No person or organization is an insured with respect by or rented to you; or to the conduct of any current or past partnership, (3) In connection with "your work" and joint venture or limited liability company that is not Included within the "products-completed shown as a Named Insured in the Declarations. operations hazard", but only if SECTION III -LIMITS OF INSURANCE (a)The written contract or agreement 1. The Most We Will Pay requires you to provide such coverage The Limits of Insurance shown in the to such additional insured; and Declarations and the rules below fix the most we (b)This Coverage Part provides coverage will pay regardless of the number of: for "bodily injury" or "property damage" a. Insureds; included within the "products- completed operations hazard". b. Claims made or"suits" brought; or However: c. Persons or organizations making claims or (1) The insurance afforded to such additional bringing"suits". insured only applies to the extent 2. General Aggregate Limit permitted by law;and The General Aggregate Limit is the most we will (2) If coverage provided to the additional pay for the sum of: insured is required by a contract or a. Medical expenses under Coverage C; agreement, the insurance afforded to such b. Damages under Coverage A, except additional insured will not be broader than damages because of "bodily injury" or that which you are required by the contract "property damage" Included in the "products- or agreement to provide for such completed operations hazard"; and additional insured. c. Damages under Coverage B. With respect to the insurance afforded to 3. Products-Completed Operations Aggregate these additional insureds, this insurance does Limit not apply to: The Products-Completed Operations Aggregate "Bodily injury", property damage or Limit is the most we will pay under Coverage A "personal and advertising injury" arising out of for damages because of "bodily injury" and the rendering of, or the failure to render, any .property damage" included in the "products- professional architectural, engineering or completed operations hazard". surveying services, including: (1) The preparing, approving, or failing to 4. Personal And Advertising Injury Limit prepare or approve, maps, shop drawings, Subject to 2. above, the Personal and opinions, reports, surveys, field orders, Advertising Injury Limit is the most we will pay change orders or drawings and under Coverage B for the sum of all damages specifications; or because of all "personal and advertising injury" (2) Supervisory, inspection, architectural or sustained by any one person or organization. engineering activities. 5. Each Occurrence Limit This exclusion applies even if the claims Subject to 2. or 3. above, whichever applies, the against any insured allege negligence or Each Occurrence Limit is the most we will pay for other wrongdoing in the supervision, hiring, the sum of: employment, training or monitoring of others a. Damages under Coverage A; and by that insured, if the "occurrence" which b. Medical expenses under Coverage C caused the "bodily injury" or "property because of all "bodily injury" and "property damage", or the offense which caused the Y 1 y' p p Y "personal and advertising injury", involved the damage" arising out of any one "occurrence". rendering of or the failure to render any 6. Damage To Premises Rented To You Limit professional services by or for you. Subject to 6. above, the Damage To Premises The limits of insurance that apply to additional Rented To You Limit is the most we will pay insureds is described in Section III - Limits Of under Coverage A for damages because of Insurance. "property damage" to any one premises, while How this insurance applies when other insurance rented to you, or in the case of damage by fire, is available to the additional insured is described lightning or explosion, while rented to you or in the Other Insurance Condition in Section IV - temporarily occupied by you with permission of Commercial General Liability Conditions. the owner. Page 14 of 21 HG 00 0109 16 In the case of damage by fire, lightning or b. Notice Of Claim explosion, the Damage to Premises Rented To If a claim is made or "suit" is brought against You Limit applies to all damage proximately any insured, you or any additional insured caused by the same event, whether such must: damage results from fire, lightning or explosion or any combination of these. (1) Immediately record the specifics of the claim or"suit"and the date received; and 7. Medical Expense Limit (2) Notify us as soon as practicable. Subject to S.above, the Medical Expense Limit is the most we will pay under Coverage C for all You or any additional insured must see to it medical expenses because of "bodily injury" that we receive written notice of the claim or sustained by any one person. "suit"as soon as practicable. 8, How Limits Apply To Additional Insureds c. Assistance And Cooperation Of The Insured If you have agreed in a written contract or written agreement that another person or organization You and any other involved insured must: be added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or"suit"; contract or written agreement;or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information; Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or organization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown In the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of No insured will, except at that insured's own less than 12 months. In that case, the additional cost, voluntarily make a payment, assume period will be deemed part of the last preceding any obligation, or incur any expense, other period for purposes of determining the Limits of than for first aid,without our consent. Insurance. e. Additional Insureds Other Insurance SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS If we cover a claim or "suit" under this Coverage Part that may also be covered by 1. Bankruptcy other insurance available to an additional Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity. 2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written a. Notice Of Occurrence Or Offense contract or written agreement that this You or any additional insured must see to it insurance is primary and non-contributory that we are notified as soon as practicable of with the additional insured's own insurance. an "occurrence" or an offense which may f. Knowledge Of An Occurrence, Offense, result in a claim. To the extent possible, Claim Or Suit notice should include: Paragraphs a. and b. apply to you or to any (1) How, when and where the "occurrence" or additional insured only when such offense took place; "occurrence", offense, claim or"suit" is known (2) The names and addresses of any Injured to: persons and witnesses; and (1) You or any additional insured that is an (3) The nature and location of any injury or Individual; damage arising out of the "occurrence" or (2) Any partner, if you or the additional offense. insured is a partnership; HG 00 01 09 16 Page 15 of 21 (3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company; That is insurance purchased by you to (4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporati on; you or temporarily occupied by you with (5) Any trustee, If you or the additional permission of the owner; insured is a trust; or (4) Aircraft,Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g, of This duly applies separately to you and any Section I - Coverage A- Bodily Injury And additional insured. Property Damage Liability; 3. Legal Action Against Us (6) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of"property damage" a. To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit" asking for damages from an elevators to the extent not subject to Exclusion j. of Section I - Coverage A - insured; or Bodily Injury And Property Damage b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with. (6) When You Are Added As An Additional A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment Any other insurance available to you against an insured; but we will not be liable for covering liability for damages arising out damages that are not payable under the terms of of the premises or operations, or products this Coverage Part or that are in excess of the and completed operations, for which you applicable limit of insurance. An agreed have been added as an additional insured settlement means a settlement and release of liability signed by us, the Insured and the by that insurance; or claimant or the claimant's legal representative. (7) When You Add Others As An 4. Other Insurance Additional Insured To This Insurance If other valid and collectible insurance is Any other insurance available to an additional insured. available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our However, the following provisions apply to obligations are limited as follows: other insurance available to any person or a. Primary Insurance organization who is an additional insured under this coverage part. This insurance is primary except when b. (a)Primary Insurance When Required below applies. If other insurance is also By Contract primary, we will share with all that other insurance by the method described in c. This insurance is primary if you have below, agreed in a written contract or written b. Excess Insurance agreement that this Insurance be primary. If other insurance is also This insurance is excess over any of the other primary, we will share with all that insurance, whether primary, excess, other insurance by the method contingent or on any other basis: described in c.below. (1) Your Work (b)Primary;And 'Non-Contributory To That is Fire, Extended Coverage, Builder's Other In urance When Required By: Risk, Installation Risk or similar coverage Contract: for"your work'; If you have agreed in a written (2) Premises Rented To You contract, written agreement, or permit That is fire, lightning or explosion that this insurance is primary and non- insurance for premises rented to you or contributory with the additional temporari ly occu pied by you with insureds own insurance, this insurance is primary and we will not seek permission of the owner; contribution from that other insurance. Page 16 of 21 HG 00 0109 16 Paragraphs (a) and (b) do not apply to computation, and send us copies at such other insurance to which the additional times as we may request, insured has been added as an additional 6. Representations insured. a. When You Accept This Policy When this insurance is excess, we will have By accepting this policy, you agree: no duty under Coverages A or B to defend the insured against any "suit" if any other (1) The statements in the Declarations are insurer has a duty to defend the insured accurate and complete; against that "suit", If no other insurer defends, (2) Those statements are based upon we will undertake to do so, but we will be representations you made to us; and entitled to the Insured's rights against all (3) We have issued this policy in reliance those other insurers. upon your representations. When this insurance is excess over other b insurance, we will pay only our share of the . Unintentional Failure To Disclose Hazards amount of the loss, if any, that exceeds the If unintentionally you should fail to disclose all sum of: hazards relating to the conduct of your (1) The total amount that all such other business that exist at the inception date of insurance would pay for the loss in the this Coverage Part, we shall not deny absence of this insurance; and coverage under this Coverage Part because (2) The total of all deductible and self-insured of such failure. amounts under all that other insurance, 7. Separation Of Insureds We will share the remaining loss, if any, with Except with respect to the Limits of Insurance, any other insurance that is not described in and any rights or duties specifically assigned in this Excess Insurance provision and was not this Coverage Part to the first Named Insured, j bought specifically to apply in excess of the this insurance applies: Limits of Insurance shown in the Declarations a. As if each Named Insured were the only of this Coverage Part. Named Insured; and c. Method Of Sharing b. Separately to each insured against whom j If all of the other insurance permits claim Is made or"suit"is brought. contribution by equal shares, we will follow g, Transfer Of Rights Of Recovery Against this method also. Under this approach each Others To Us insurer contributes equal amounts until it has a. Transfer Of Rights Of Recovery paid its applicable limit of insurance .or none of the loss remains,whichever comes first. If the insured has rights to recover all or part If any of the other insurance does not permit of any payment, including Supplementary contribution by equal shares, we will Payments, we have made under this contribute by limits. Under this method, each Coverage Part, those rights are transferred to insurer's share Is based on the ratio of its us. The insured must do nothing after loss to applicable limit of insurance to the total impair them. At our request, the insured will applicable limits of insurance of all insurers. bring "suit" or transfer those rights to us and 5. Premium Audit help us enforce them. a. We will compute all premiums for this b• Waiver Of Rights Of'Recovery (Waiver Of. Coverage Part in accordance with our rules Subrogation) and rates. If the insured has waived any rights of b. Premium shown in this Coverage Part as recovery against any person or organization advance premium is a deposit premium only. for all or part of any payment, including At the close of each audit period we will Supplementary Payments, we have made compute the earned premium for that period under this Coverage Part, we also waive that { and send notice to the first Named Insured, right, provided the insured waived their rights 1 The due date for audit and retrospective of recovery against such person or premiums is the date shown as the due date organization in a contract, agreement or I on the bill. If the sum of the advance and permit that was executed prior to the injury or j audit premiums paid for the policy period is damage, greater than the earned premium, we will 9. When We Do Not Renew return the excess to the first Named Insured, If we decide not to renew this Coverage Part, we c. The first Named Insured must keep records of will mail or deliver to the first Named Insured the information we need for premium shown in the Declarations written notice of the HG 00 01 09 16 Page 17 of 21 I i