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Home My WebLink About557548 ROCKY MOUNTAIN ACCESS CONTROLS INC - CONTRACT - CONTRACT - ROCKY MOUNTAIN ACCESS CONTROLS INCOfficial Purchasing Document Last updated 10/2017 Services Agreement Page 1 of 9 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and ROCKY MOUNTAIN ACCESS CONTROLS, INC, hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1.Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of one (1) page and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2.Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within fourteen (14) days following execution of this Agreement. Services shall be completed no later than May 31, 2021. Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 3.Contract Period. This Agreement shall commence February 12, 2021, and shall continue in full force and effect until May 31, 2021, unless sooner terminated as herein provided 4.Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 5.Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: Copy to: Rocky Mountain Access Controls, INC Attn: Jamie Langerman 8345 Quebec St. Commerce City, CO 80022 City: City of Fort Collins Attn: Mark Knoll PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Official Purchasing Document Last updated 10/2017 Services Agreement Page 2 of 9 In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 6.Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, Three Thousand Four Hundred Twenty Nine Dollars ($3,429.00) as per the attached Exhibit "A", consisting of one page, and incorporated herein by this reference. 7.City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 8.Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 9.Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 10.Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 11.Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 12.Warranty. DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Official Purchasing Document Last updated 10/2017 Services Agreement Page 3 of 9 a.Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b.Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c.Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 13.Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14.Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15.Indemnity/Insurance. a.The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries t o or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Official Purchasing Document Last updated 10/2017 Services Agreement Page 4 of 9 shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17.Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 18.Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 19.Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a.As of the date of this Agreement: 1.Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2.Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b.Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c.Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d.If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1.Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Official Purchasing Document Last updated 10/2017 Services Agreement Page 5 of 9 alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Official Purchasing Document Last updated 10/2017 Services Agreement Page 6 of 9 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: ROCKY MOUNTAIN ACCESS CONTROLS, INC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 President 3/1/2021 Greg Sherman Assistant City Attorney ll 3/1/2021 City Clerk 303-339-6746 FAX: 303-339-6996 1 PROPOSAL January 18, 2021 Estimate No: 12653 Ref: City of Fort Collins – 700 Wood St. We propose to supply and install the following parts to an existing exit gate system as follows: South Gate Qty 1 Remove and replace two (2) heavy duty nylon rollers Qty 1 Furnish and install one (1) monitored safety edge with transmitter and receiver North Gate Qty 1 Furnish and install one (1) photo cell Qty 1 Furnish and install one (1) monitored safety edge with transmitter and receiver Qty 3 Saw cut and seal three (3) safety loops (1 inside safety, 1 outside safety and 1 free exit) Qty 1 Test the system and adjust limit switches Price (supply and install): $3,429.00 Total (This does not include the $300.00 service call on 1-15-21) Description: Supply and install the above listed parts to an existing gate system. This proposal is based on all of the existing power, communication, conduits and any other existing controls to be in good working order. If we find any other parts are in need of repair, we will send a proposal to get signed off before we proceed with any other work. There is no warranty on loops as we cannot control the freezing and thawing of the existing asphalt. Notes and Exclusions: Proposal is valid for 30 days. Rocky Mountain Access Controls, Inc. is not responsible for the condition of the existing gates, gate operators and access controls and their accessories. If we find other components are in need of repair/replacement, we will advise you immediately before proceeding with any work without authorization. Permits and performance bonds are excluded. All private locates are excluded. Supply and install of conduits, fittings, and hardware necessary for power, control, and communication wiring is excluded. Supply and install of all requisite earth ground components is excluded. Upon entering into an agreement, either a purchase order must be issued by the Customer, or a contract supplied by Rocky Mountain Access Controls, Inc. is signed and returned authorizing us to proceed with any work. Rocky Mountain Access Controls, Inc. Jamie Langerman www.rmacontrols.com jlangerman@rmacontrols.com Cell 720-355-6071 Exhibit A Scope of Services DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Official Purchasing Document Last updated 10/2017 Services Agreement Page 8 of 9 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Official Purchasing Document Last updated 10/2017 Services Agreement Page 9 of 9 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perf orm, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION DATE (MM/DD/YYYY)CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $ UMBRELLA LIAB EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNEDAUTOSAUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ 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. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 2/23/2021 Olson &Olson Ltd 5655 S.Yosemite St.#200 Greenwood Village CO 80111 303-867-2055 303-867-2074 certificates@olsonandolson.com Pinnacol Assurance 41190 METRO-1 Union Insurance Company 25844RockyMountainAccessControls,Inc. 8335 Quebec Street Commerce City CO 80022 Colony Insurance Company 39993 1043422883 B X 1,000,000 X 300,000 5,000 1,000,000 2,000,000 X CPA3233076-21 1/1/2021 1/1/2022 2,000,000 B 1,000,000 X XX CPA3233076-21 1/1/2021 1/1/2022 B 5,000,000CPA3233076-21 1/1/2021 1/1/2022 A N 4136584 1/1/2021 1/1/2022 X 1,000,000 1,000,000 1,000,000 C Pollution Liability CSPUC4203927 1/1/2021 1/1/2022 Per Occurrence Aggregate 1,000,000 1,000,000 See Attached... City of Fort Collins PO BOX 580 Fort Collins CO 80522 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: METRO-1 1 1 Olson &Olson Ltd Rocky Mountain Access Controls,Inc. 8335 Quebec Street Commerce City CO 80022 25 CERTIFICATE OF LIABILITY INSURANCE CONTRACTUAL LIABILITY APPLIES PER POLICY TERMS AND CONDITIONS A WRAP EXCLUSION APPLIES PER POLICY TERMS AND CONDITIONS Other Coverages: LEASED/RENTED EQUIPMENT POLICY Policy Number:QT660367M7611TIL21 Policy Effective Date:1-1-2021 to 1-1-2022 Insurer:Travelers Prop Cas Co of Amer (NAIC #25674) Limit:$100,000 Deductible:$1,000 CRIME POLICY Policy Number:CPA323307626 Policy Effective Date:1-1-2021 to 1-1-2022 Insurer:Union Insurance Company (NAIC #25844) Employee Dishonesty Limit:$250,000 Deductible:$1,000 GENERAL LIABILITY CLCG0492 Form Attached Includes: Blanket Additional Insured –Ongoing Operations status when required by written contract. Blanket Additional Insured for Various Relationships when required by written contract or written agreement. Blanket Waiver of Subrogation applies when required by written contract. CLCG2040 Forms Attached Includes: Blanket Additional Insured –Competed Operations status when required by written contract. CLCG0114 Form Attached Includes: Blanket Primary &Non-Contributory status to Additional insured applies when required by a written contract. AUTO LIABILITY CLCA2093 Form Attached Includes: Blanket Additional Insured status applies when required by written contract. Blanket Waiver of Subrogation applies when required by written contract. Blanket Primary &Non-Contributory status to Additional insured applies when required by a written contract. WORKERS COMPENSATION WC000313 Form Attached Includes: Blanket Waiver of Subrogation applies when required by written contract. UMBRELLA LIABILITY Umbrella Liability policy is on a follow form basis for the following underlying insurance coverages:General Liability,Automobile Liability and Employers Liability. EXCESS LIABILITY Policy Number:MKLM3EUE100883 Policy Effective Date:1-1-2021 to 1-1-2022 Insurer:Markel American Insurance Company (NAIC #28932) Limit:$5,000,000 Each Occurrence $5,000,000 Aggregate POLLUTION LIABILITY: CPL001 Form Attached Includes: Blanket Additional Insured status when required by written contract or written agreement for Pollution liability. Blanket Primary &Non-Contributory status to Additional insured applies when required by a written contract or written agreement for Pollution Liability. Blanket Waiver of Subrogation applies when required by written contract for Pollution Liability. IMPORTANT: The policy forms referenced will be sent via email only.To obtain copies,please send your request with the email address to certificates@olsonandolson.com Project:City of Fort Collins –700 Wood St. Additional Insured:City of Fort Collins DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 &200(5&,$/*(1(5$//,$%,/,7< &* 7+,6(1'256(0(17&+$1*(67+(32/,&<3/($6(5($',7&$5()8//< &*,QVXUDQFH6HUYLFHV2IILFH,QF3DJHRI $'',7,21$/,1685('±2:1(56/(66((625&2175$&7256±$8720$7,&67$786)2527+(53$57,(6:+(15(48,5(',1:5,77(1&216758&7,21$*5((0(17&203/(7('23(5$7,216 7KLVHQGRUVHPHQWPRGLILHVLQVXUDQFHSURYLGHGXQGHUWKHIROORZLQJ &200(5&,$/*(1(5$//,$%,/,7<&29(5$*(3$57 352'8&76&203/(7('23(5$7,216/,$%,/,7<&29(5$*(3$57 $ 6HFWLRQ,,±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ff 01-01-21 to 01-01-22 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 3DJHRI,QVXUDQFH6HUYLFHV2IILFH,QF&* & :LWK UHVSHFW WR WKH LQVXUDQFH DIIRUGHG WR WKHVH DGGLWLRQDO LQVXUHGV WKH IROORZLQJ LV DGGHG WR6HFWLRQ,,,±/LPLWV2I,QVXUDQFH 7KHPRVWZHZLOOSD\RQEHKDOIRIWKHDGGLWLRQDO LQVXUHGLVWKHDPRXQWRILQVXUDQFH 5HTXLUHG E\ WKH FRQWUDFW RU DJUHHPHQW GHVFULEHGLQ3DUDJUDSK$RU $YDLODEOH XQGHU WKH DSSOLFDEOH OLPLWV RI LQVXUDQFH ZKLFKHYHULVOHVV 7KLV HQGRUVHPHQW VKDOO QRW LQFUHDVH WKH DSSOLFDEOHOLPLWVRILQVXUDQFH DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff0l-01-21 to 01-01-22 COMMERCIAL GENERAL LIABILITY CL CG 04 92 10 1 $ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ULTRA PLUS ENDORSEMENT This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGE EXTENSIONS Provision Name Of Coverage Extension Included or Limit of Insurance A.MiscellaneOlJS Additional lnsur·eds lnclL1ded B.Expected Or Intended lnJury Or Damage Incl uded C.Knowledge Of Occurrence Included D.Legal Liability -Damage To Premises Rented To You (Fire Lightning,S300.000 Explosion, Smoke. Or Leakaqe From Automatic Fire Protective Systems)E.Medical Payments See Declarations F.Mobile Equipment Redefined Included G.Newly Formed Or Acquired Organization Partnership Or Limited Liability Included Company And Extended Period Of CoverageH.Who Is An Insured Amendment Included I.Nor1-Owned Watercraft (Increased to rnaxirnurn length of less than 51 Included feet) J.Supplementary Payments Increased Limits 1.Bail Bonds S 3 000 2.Loss Of Earnings S 1 000 K.Unintentional Or11ission Or Unintentional Error In Disclosure Included L.Waiver Of Transfer Of Rights Of Recovery Against Others Included M.Liberalization Clause Included N.Incidental Medical Malpractice Included The above is a summary only Please consult the specific provisions that follovv for complete informatiOn on the extensions provided The provisions of the Commercial General Liability Coverage Part apply except as otherwise provided in this endorsement This endorsement applies only if such Coverage Part is included in this policy. A.MISCELLANEOUS ADDITIONAL INSUREDS 1.Section II - Who 18 An Insured is amendedto In clude as an Insured any person ororganiZation (referred to as an additionalInsured below) described In ParagraphsA.1.c.(1) through A.1.c.(9) below when youand such person or organization have agreed in writing in a contract or asreement that such person or organization be added as an additional insured on your policy, provided that: a.The written contract or written agreementis: ( 1) Currently in effect or becoming effective during the term of this policy; and (2)Fully executed by you and theadditional insured prior to the "bodily CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page 1 of 8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22injury'', ''property damage" or "personal and advertising irjury''. l}. The insvr�mce i;lfforoeo by this provision does not apply to any person or organi:z:s:1tion included els s:1n s:1dditions:1I insured by a separate endorsement isstJed by us and made a part of this policy or coverage part c.Only the following persons ororganiwtions i,;lre additioni,;il ins�ired:;.under this provision with coverage forSllCh cldditionoil ins�ircds lim ited cl$provided herein] (1)Persons or Organizations For Whom Operations Are Performed {a) My person or organization forwhom you are performing operations when you and such person or organization have agr-eed in writing in a contract or agreement that such person or organization be added as aradditional insured to your policy1 and {b) AJ1y other person or organization you are reauircd to add as an cldditions:1I illSlJred llflQer the contract or agreement describeCI in paragraph (a) above (c1 Suct1 person(s) or organization(s) is an additional insured only witr respect to Ii abi I ity for "bod i I y· injury'', '"property damage'" or ''personal and advertising irjury1 • caused, in whole or in part by1 (i)Your acts or omissions1 or (ii)The acts or omissions of those acting on youdx,half, 1n the performance of your ongoing operations for the additional msured. {d) VV'ith respect to the insurance afforded to these additional insureds, the following additional eccluslons apply: This insurance does not apply ta: (I)"Bodily injury", "propertydamage" or "personal andadvertising injury" arising out of the rendering of, or thefailure to render, any professional architectural,engineering or surveyingservices, ineludlng: (1.1) The preparing approving, or failing to prepare or approve, maps shop dr-awings opinions reports surveys field orders change orders or drawings and specifications; or (1.2) Supervisory inspection_ architectural or engineering ,activities This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervIsIon hiring employment train Ing or-monitoring of other-s by that insured if the "occtJrrence'' which cal1sed the"bodily injury'' or''property damage", or the offense which caused the ''personal and advertising injury", involved the rendering of or the failure to render, any professional architectural. engineering or surveying services (ii)"Bodily irjury" or "property damage'' occurring after1 {1.1) A.II work. including materials. parts or -eourpment furnished ir connection with such work. on the project (other than service_ maintenance or repairs) to be performed by or or' behalf of the additional insureo{s) at the locatior of the covered operations has been completeoJ or {1.2) That portion of "your work'' out of which the injury or damage arises has been put to its intended use by any person or organizatior ,other than another -contractor or suboontractof engaged in performing operations for a principal as a part of the same project. C2) Managers Or Lenora Of Premlaea A manager or lessor of premises. but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc,, with its permission Paga 2 of8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22 you and subJect to the following additional exclusions: This insurance does not apply to: {a) Any "occurrence'' which takes place after you cease to be a tenant in that premises_ (b)Structural alterations. new construction or demolition operations performed by or on behalf of such additio11al ins:"· :: (3)Mortgagee, Assignee Or Receiver A mortgagee assignee. or receiverbut only with respect to their liability as mortgagee assignee. or receiver and arising out of the owner-ship_ maintenance. or use of a covered premises by you This insurance does not apply to structural alterations. new construction or demolition operations performed by or on behalf of such �dd ition�I insvred (4)Owners Or Other Interests From Whom Land Has Been Leased An owner or other inter-est from whom land has been leased to you but only with respect to liability arising out of the ownership maintenance or use of that part of the land leased to you an CJ subJect to the followi I1g additio11al exclusions This insur·ance does not apply to: {a) Any "occurrence" which takes place after you cease to lease that land (b)Structural alterations new constr·uction or demolition operations performed by or on behalf of such additional insured (5)Lessor Of Leased Equipment Any person(s) or organization(s) from whom you lease equipment but only with respect to liability for "bodily injury'', "property damage" or "personal and advertising Injury'' caused, in whole or in part, by yourmaintenance, operation or use of equipment leased to you by such person(s) or organization(s). A person's or organization's status as an additional Insured under this endorsement ends when their written contract or written agreement with you for such leased equipment ends. This insurance does not apply to any "occurrence" which takes place after the equipment lease expires (6)State, Municipality, Governmental Agency Or Subdivision Or Other Political Subdivision -Permits OrAuthorizations Relating To Premises Any state. municipality governmental agency or subdivision or other political subdivision subject to the following additional provisions {a) This insurance applies only with respect to- {i) The follmv1ng hazards for which the state. municipality governmental agency or subdivision or other political subdivision has issued i:l permit or authorization in connection with premises you own rent or control and to which this insurance applies: {1.1) The existence maintenance, repair construction, erectior or removal o f advertising signs awnings. canopies cellar entrances, coal holes, driveways_ manholes marquees_ hoist away openings sidewalk vaults street ban ners or decorations and similar exposures or {1.2) The construction erection or removal of -elevators or (1.3) The ownership mainten�nce or use of any elevators covered by this insurance. (II) Operations performed by you or on your behalf for which the state, municipali ty 1 governmental agency or subdivision or other political subdivision has issued apermit or authorization. CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page3 of 8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076--21 Eff 01-01-21 to 01-01-22 {b) This insurance does not apply to "bodily inJury" "property damage" or "personal and advertising inJury" arising out of operations performed for the state municipality. governmental agency or subdivision or other political subdivision (7) Controlling Interest Any person(s) or organization(s) with a controlling interest in the Named Insured but only with respect to their liability arising out of- {a) Their financial control of you. or {b) Premises they ovm maintain or control while you lease or occupy these premises This insurance does not apply to structural alterations. new construction or demolition operations performed by or for such person(s) or organization(s) (B) Co-Owner Of Insured Premises A co-mvner of a premises co-owneo by you and covered under this insurance but only with respect to the co-owner's liability as co-owner of such premises (9)Vendors (a)Any person(s) or organization(s) (referred to as vendor) but only with respect to "bodily injury" or"property damage" arising out of your products" which are distributed or sold in the 1-egular co1.1 rse of the vendor's b�isiness The insurance afforded the vendor does not apply to (i)"Bodily inJu1-y" or "property damage" for which the vendor is obligated to pay damages by reason of the assumpoon of liability in awritten contract or writtenagreement. This exclusion does not apply to liability for damages that the vendorwould have in the absence o'I' the written contract or writtenagreement; (II) Any express warranty unauthorized by you; {iii) Any physical or chemical change in the product made intentionally by the vendor {iv) Repackaging. except when unpacked solely for the purpose of inspection. demonstration testing or the substitution of parts under instructions from the manufacturer and then repackaged in the original container {v) Any failure to make such inspections adjustments tests or servicing as the vendor has agreed to make CJr normally undertakes to make in the usual course of business in connection witr 1he distrib�1tion or sale of the products {vi) Demonstration installation ser,,i.cng ,�·-rc=,r,air operations except such operations performed at the vendors premises in connection with the sale of the product (vii) Products which after distribution or sale by you. have been labeled or relabeled or used as a container. part or ingredient of any other thing or substance by or for the vendor: or {viii) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf However. this exclusion does not apply to (1.1) The exceptions contained in Subparag raphs (Iv) or (vi); or (1.2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page4of8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 01-01-21 to 01-01-22 in the usual course of business in connection witi1 the distribution or sale of the products {b) This insurance docs not apply to any insured person or organization from whom you have acquired products or any ingredient part or container. entering into accompanying or containing such products 2. VV'ith respect to coverage provided by this Provision A. Miscellaneous AdditionalInsureds" the following additional provisions apply: a.Any insurance provided to an additional insured designated under Paragraphs A.1.c.(1) through A.1.c.(S:) above docs not apply: (1)To "bodily injury'' or ''property damage·· inckJded with in the- ''products-completed operations hc;.1Z-;Jrd" or (2) To "bodily injury'', ''property damage'" or •·personal and advertising injury•· arising out of the sole negligence of such additional insured b.The insurance afforded to such additional insured only applies to the extentpermitted by law c.The insurance afforded to such additional insured will not be broader than that whichyou are required to provide by the writtencontract or written agreement 3.VVith respect to tile insurance affor·ded to tile additional insureds within this Provision A. Miscellaneous Additional Insureds the following is added to Section Ill -Limits Of Insurance: The most 1Ne will pay on behalf of the additional insured is the -;Jmolmt of insLirance1 a.Required by the written contract or written agreementi or b.Available under the applicable Limits Of Insurance shown in the Declarationsi whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. B.EXPECTED OR INTENDED INJURY OR DAMAGE Ex-clvsion 2.cL Expected Or lntendecl Injury -ofSection I -Coverage A -Bodily Injury And Property Damage Liability is deleted ano replaced by the follovvingl a.Expected Or Intended Injury Or Damage "Bodily injury'' or ''property damage'' expecte□or intended fron1 the standpoint of the insured This exclusion does not apply to "bodily injur y" or"property damage'' resulting from the use of reasonable force to protect persons or property C.KNOWLEDGE OF OCCURREfl.lCE Paragraph 2.a. Duties In The Event Of Occurrence1 Offense� Claim Or Suit of Section IV -Commercial General Liability Conditions is deleted and r-eplaced by the following: a.YoLJ must see to it that we ar·e notified as soor as practicable of an "occurrence'' or an offense which may result in a claim only when the-''occurrence" or offense is known to1 (1)You. if you are an individual; (2)A partner if you are a partnership: {3) A manager·. if you are a limited liability company: or (4) AA •·executive officer'' or the ··employee" designated by you to give such notice. if you are an orga nizc;Jtion other thc;Jn i;l partnership or a limited liability company To the extent possible notice should include! {i) How when and where the "occurrence'' or -offense took place; {ii) The names and addresses of any injureo persons and v,;itnesses1 ;;rno {iii) The nature and location of any injur"y or -damage arising out of the ''occurrence'' or offense D.LEGAL LIABILITY -DJ\MAGE TO PREMISES RENTED TO YOU (Fire, Lightning, Exr,losion, Smoke1 Or Leakage From Automatic Fire Protective Syatems) If damage to premises rented to you is n ot otherwise excluded from this policy or coverage part, then the following provisions applyi 1. Under Section I -Coverage A -BodilylnJury And Property Damage Llablllty, thelast paragraph (after the exclusions) Is deleted and re placed by the followingi CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc,, with its permission Page5of8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 01-01-21 to 01-01-22Exclusions c. through n. do not apply to damage by fire. lightning. explosion. "smoke" or leakage from automatic fire protective systems to premises while rented to you or temporarily occupied by you with the permission of the owner. A separate limit of insurance applies to this coverage as described in Section Ill Limits Of Insurance 2.The paragraph immediately after Sub paragraph j.(6) of Paragrapl1 2. Exclusions of Section I -Coverage A - Bodily Injury And Property Damage Liability is deleted ano replaced by the following Paragraphs ( 1) (3) and (4) of this exclusior, do not apply to "property damage" (other thar damage by fire lightning explosion "smoke" or leakage from automatic fire protective systems) to premises including the contents of such premises rented to you for a period of seven or fewer consecutive days A separate limit of insurance applies to Damage To Premises Rented To You as described in Section Ill -Limits Of Insurance. 3.Paragraph 6. of Section Ill -Limits Of Insurance is deleted and replaced by the follovving· 6.Subject to Paragraph 5. above. the greater of a.S300.000; or b.The Damage To Premises Rented To You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of ''properiy damage" to premises while rented to you or in the case of damage by fire. lightning explosion, "smoke'. or leakage from automatic fire protective systems. while rented to you or temporarily occupied by you with p ermission of the ew;wr This limit will apply to all damage proximately caused by the same event whether such damage results from fire, lightning explosion. "smoke". leakage from automatic fire protective systems, or other covered causes of loss or any combination thereof. 4.Subparagraph b.(1)(a)(II) of Paragraph 4.. Other Insurance of Section IV Commerclal General Llablllty Conditions is deleted and replaced by the fOllowing: (II)That is fire, lightning, explosion, "smoke" or leakage from automatic fire protective systems insurance for premises rented ta you or temporarily occupied by you with permission of the ovmer: 5.Subparagraph a. of Definition 9. "lnsurea contract" of Section V - Definitions is deleted and replaced by tt1e following a.A contract for a lease of premises. However. that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire lightning explosion "smoke" or leakage from automatic fire pro:ective systems to premises while r·ented to you or temporarily occupied by you with permission of the owner is not an "insurea contract" 6.As used in this Pmvision D. Legal Liability - Damage To Premises Rented To You "Smoke"' does not mcllrde smoke from agricultural smudging, industrial operations or "hostile fire" E.MEDICAL PAYMENTS The Medical Expense Limit is changed subject to the terms of Section Ill -Limits Of Insurance. to the Medical Expense Limit shown in the Declarations. F.MOBILE EQUIPMENT REDEFINED Subparagraph f.(1) of Definition 12. ''Mobile equipment' of Section V -Definitions Is deletea and replaced by the following· (1)Equipment with a gross vehicle weight of 1 000 pounds or more and designed primarily for {a) Snow removal (b)Road maintenance but not construction or resurfacing or {c) Street cleaning G.NEWLY FORMED OR ACQUIRED ORGANIZATION, PARTNERSHIP OR LIMITED LIABILITY COMPANY AND EXTENDED PERIOD OF COVERAGE Paragraph 3, of Section II - Who Is An Insured is deleted and replaced by the following: 3.Any organization you newly acquire or form, other than a joint venture, and over which you maintain ownership or: a.Majority interest of more than 50% if you are a corporation; b.Majority interest of more than 60% as a general partner of a newly acquired or fonned partnership; and/or CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page8 of 8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 01-01-21 to 01-01-22c.MaJority interest of more than 50%, as an ovmer of a newly acquired or formed limited liability company: will qualify as a Named Insured 1f there is no other similar insurance sivailable to thsit organization. However for these organizations (i)Coverage under this provision is affordco only until the next anniversary date of this policy s effective date after you acquire or form the organization. partnership or limited liability company, or the end of the policy period, whichever is earlier: (ii)Section I -Cov<..'rage A -Bodily Injury And P'roperty Damage Liability does not apply to '"bodily injury" or '"property damage•· that occurred before you acquired or formed the organization partnership or limited liability company: (iii)Section I - Coverage- B -Peroonal And Advertising Injury Liability does not apply to ''personal and advertising injury'" arising out of an offense committed before you acquired or formed the organization partnership or· limited liability company: {iv) Coverage applies only when operations of the newly acquired organization partnership or limited liability company are the same or similar· to the operations of i11sureds already covered under this insurance (v) Coverage only applies for those limite□ liability companies who have establishea a date of formation as recorded within the filed state articles of organization certi'icates of formation or certificates of organization ana (vi) Coverage only applies for those partnerships who have established a date of formation as recorded within a written partnership agreement or partnership ceriificate H. WHO IS At-.! INSURED -AMENDMENT The last paragraph of Section Ii - Who la An Insured is deleted and replaced by the following: No person or organization Is an Insured with respect to the conduct of any: a.Current partnership or limited liability company, unless otherwise provided for under Paragraph 3. of Section II - Who la An lnsuredj l:L Current joint venture; or C- Past partnership. joint venture or limited liability company: that is not shown as a Named lnsLired in the Declarations I.NON-OWNED WATERCRAFT Subparagraph (2) of Exclusion 2.g. Aircraft, Auto Or Watercraft of Section I -Coverage-A - Bodily Injury And Property Damage Liability is; deleted and replaced by the following {2) A watercraft you do not own that is (a) Less thi;in 5-1 feet long ancl (b)Not being used to carry persons or property for a charge J_ SUPPLEMENTARY PAYMENTS-INCREASED LIMITS Section I - Supplement�ry P�yments Coverages A AncJ B is changed as follows 1.The limit shown in Paragraph 1.b. for the cost of bail bonds is changed from S250 to $3 000; ano 2_ The limit shown in Paragraph 1.d. for loss of earnings because of time off from work is changed from S250 a day to S1,000 a day K.UNINTENTIONAL OMISSION OR UNINTENTIONAL ERROR IN DISCLOSURE The follmving provision 1s added to Par·awapr 6. Represent.'ltions of Section IV -Commerci�I Ger.era! Liability Conditions: Hovvever the un1ntent1onal omission of. or unintentional error in. any information given or provided by you shall not prejudice your rights under this insurance. This provision does not affect our rig ht to collect additional prerniurn or to exercise our right of cancellation or non-renev11al L WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV -Commercial General Liability Condltlona: We waive any right of recovery we may have against any person or organization because of payments we make for injury or damage arising out of your ongoing operations or ''your work" and included in the "products-completed operations hazan:ln when you have agreed in a written contract or written agreement that any right of recovery is waived for such person or organiZatiOn. This waiver applies only to the CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Page7of8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 person(s) or organization(s) agreed to in the written contract or written agreement and is subject to those provisions_ This waiver does not apply unless the written contract or written agreement has been executea prior to the "bodily injury" or "property damage" However-. if any per-son or or-ganization is separately scheduled on a sepaI-ate waiver of transfer of rights of recovery which is attached to this pol icy then th is v.1aiver does not apply M. LIBERALIZATION CLAUSE The following is added to Section IV Commercial General Liability Conditions: If we adopt a mandatory attachment form change which broadens coverage under this edition of the Commercial General Liab ility CGOOO 1 for no additional charge and those changes are intended to apply to all insureds under this editior' of CG0001 that change will automatically apply to your insurance as of the date we implement the change in your state This liberalization clausedoes not apply to changes imp2mPr-tc:..:' t1 'OL:qL introduction of a subsequent edition of the Commercial General Liability form CG0001 N.INCIDENTAL MEDICAL MALPRACTICE 1_ Paragraph 2_a.(1)(d) of Section II Who IsAn Insured does not apply to a physician nurse practitioner physician assistant nurse_ emergency medical technician or paramedic employed by you 1f you are not in the business or occupation of pro,t1,j1ng n'1A>::i'1ca! paramedical surgical dental, x-ray or nursing services_ 2.This provision is excess over any other valia and collectible insLirance whether sL1cf-insurance is primary excess contingent or on any other-basis. Any payments by us willfollow Paragraph 4.b. of Section IV -Commercial General Liability Conditions CL CG 04 92 10 18 Includes copyrighted material of Insurance Services Office, Inc., with its permission Pagel of 8 CPA3233076-21 Eff 0l-01-21 to 01-01-22DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 COMMERCIAL GENERAL LIABILITY CL CG 01 14 09 16 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION (ADDITIONAL INSURED) This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY COVERAGE PART Paragraph (v) is added to Paragrapl1 (1)(a) of Paragraph b. Excess Insurance under Paragraph 4. Other Insurance of Section IV -Commercial General Liability Conditions. as follows {1) This insu ranee is excess over (a)Any of the other insurance whether primary. excess. contingent or on any other basis (v)That is available to any person or organization who has been added as an additional insured to this endorsement However. with respect to an additional insured added by endorsement for liability caused in whole or in part 1.By your acts or omissions. or the acts or orn issions of those acting on your behalf {a) In the performance of your ongoing operations or (b)In connection with your premises 2.By your or operation or use of equipment leased to you by such person or organization; 3."your work" performed for that additional insured and included in the products-completed operations hazard" this insurance shall be primary to and will not seek contribution from the additional insured's own insurance if you and such additional insured have agreed prior to loss in a written contract or written agreement in effect during this policy period. that this insurance be primary and noncontributory as. respects liability described in Subparagraph (1)(a)(v)1., (1)(a)(v)2. or (1)(a)(v)3. above However this. insurance. in all cases is excess over any other liability insurance available to the additional insured to which such person or organization has been added as �n �ddition�I insured CL CG 0114 09 16 Includes copyrighted material of Insurance Services Office, Inc. with its permission Page1 of1 CPA3233076-21 Eff 01-01-21 to 01-01-22 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22 COMMERCIAL AUTO CL CA 20 93 03 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO ENHANCEMENT - PLATINUM PLUS This endorsement modifies insurance provided under the following BUSINESS AUTO COVERAGE FORM SUMMARY OF COVERAGE EXTENSIONS Paragraph N�me Qt Extension No. A.Additional lnsLn-ed by Contract Or Agreement Including Pri mar>' andNoncontributory Other Insurance Condition B.Airbaas Extended Coveragey C Telematics & GPS Equipment Coverage D.Electronic Equipment Increased Coverage E.Auto Lmm!Lease Gap Coverage F.Autos Rented by Employees G Bail Bonds Extended Coverage- H.Broad Form Narned Insured Including Newly Acquired or ForrnedOrgarli7ations I.Cuslom Signs & Decoralions j Ernployees as Insureds K.Family Emergency Travel Reirnbursernent L.Fellow Employee Coverage M Fire Extinguisher Recharge- f'�. Glass Repair -No Deducllble- 0 Hired Auto Physical Damage and Increased Loss of Use Expenses.Loss of use (Per Day i Maximum} p Hybrid Auto Payment Coverage (per auto i oer loss) 0 Knowledge Of An Accident Claim. Suit Or Loss. R Limited V\/orldwide Hired & Non Owned Aulo Covera�J€s.Loss Oi Earnings • Extended Coverage T.New Vehicle Replacement Cost u.Rental Reimbursement Coverage Maximum Rental Expenses Per Day Maximum Rental Expenses Because Of Loss To Any One Covered "Auto" Maximum Rental Expenses Because Of Loss To All Covered "Autos" In Any One Policy Period CL CA20930319 Includes copyrighted material of Insurance SeNlces Offices, Inc. with Its permission Limit or Included Included Included S250O S2.500 Unlimited Included S5.00(} Included Included Included S2 50C} Included Included Included S100.000 S500 i $3,50G S2 soo; $5,ooo Included Included $1,000 Included $75 $3,375 $15,000 Page 1 of 8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22 V.Personal Eflects Coverage S50O w Resultant Mental Anguish lncl1Jded Towing And Labor Coverage Extension S20O X.rr-ivate rassenger Type S25O Other than Private Passenger Type y Tr�msportation Expens es Coverage Extension ( Per Day / Maximum) S75 i $2,500 Z.Unintentional Failure To Disclose HaLards.Included AA_ Waiver Of Collision Dcd1.Jctiblc Altachcd Ai,J(OS lncl1Jdcd BB_ \Naiver 01 Subrogation By Contract Or Agreement lncl1Jdcd A.ADDITIONAL INSURED BY CONTRACT ORAGREEMENT INCLUDING PRIMARY ANDNONCONTRIBUTORY OTHER INSURANCECONDITION The following is added to Paragraph A.1. Who IsAn Insured of Section II -Covered Autosliability Coverage: Whe11 you have agreed in a written contract oragreement to include a person or orga11i1at1on asan additional insured such person ororga11ization is included as an "insured" subject tothe followir1g 1.Such person or organ iLation is anadditional Vi'&µr;@44fi toac c>-1£:!.l.!..,suchperson or organization is liable fo""r"6odilyrnjury" or- 'f' -mpcrty damage" because of theconduct o an "insured" under Paragi-aphsa.or b. under Paragraph A.1. Who Is AnInsured of Section II Covered AutosLiability Coverage caused by an "accident"and resulting from the ovmorship.maintenance or use of a covered "auto" 2.The written contract or agreementdescribed above must have been executedprior to the "accident" that caused the"bodily injury" or "property damage" and bein effect at the time of such "accident" 3.The insura11ce afforded to any suchadditio11al insured docs not apply to any"accident" beyond the period of timerequired by the written contract oragreement described above 4.The most we will �Y on behalf of suchadditional lnsured(s} is the le,s.erpf4 a.The Limits of Insurance specified in thewritten contract or agreementdescribed above; or b.The Limits of Insurance shown In theDeclarations. This provision shall not increase the Limit ot Insurance shown in the Declarations in this policy or coverage part. 5.The following changes are made toParagraph 5 Other Insurance of B.General Conditions under Section IVBusir1ess Auto Conditions �-The following is added to Paragraph 5.a.: If required by the written contract or agreement described above the insurance .afforded to the additional insured under this pmvision will be primary to. and will not seek contribution from. the additional insured's own insurance b.Paragraph 5.c. is deleted i11 its entirety. 6.Paragraph A.1.c. under Sectio11 IICovered Autos Liability Coverage 1sdeleted in its entirety. 7. The definit io11 of "insured contract" underSoctior1 V Definitions is amended to addthe following An "insu rod contract" docs not incl udc thatpart ol any contract or agreement: Thatpertains to the ownership. rnaintcnance oruse of an "auto" and which indemnifies aperson or organization for other than thevicarious liability ol such person or01ga11izatior-1 for "bodily injury'' or "propertydamage" caused by your operation or use ofa covered "auto" However, a person or organization is an additional "insured" under this provision only to the extent such person or organization is not named as an "Insured" by separate endorsement to this pollcy. B.AIRBAGS-EXTENDED COVERAGE � Ill -� Ph� .Damage Coverage,. Paragraph B.3.a. does not apply to the unintended discharge of an airbag. Coverage is excess over any other collectible insurance or warranty specifically designed to provide coverage. Page2 of 8 Includes copyrighted material of Insurance SeNlces Offices, Inc. with Its permission CL CA20 93 0319 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22 C.TELEMATICS COVERAGE &. GPS EQUIPMENT Physical Damage Coverage is amended asfolloWSJ 1.111 Section Ill-Physical Damage Covern9e,Paragraphs B.4.c and B.4.d_ do not ap�ytOl a.Global positionin9 systcms1 or b_ 'Tclcrnatics devices·· which arc not: (1)Ponnanontly installod in or Lpon thQcovered "auto". (2) Removablc-frcrn a housing LHiit which isrx=rm anently installed in or 1..pon thocovered "auto"· (3) An inteqral part of the same unitr1ousinq any e lectronic oquipmont desnibodin Paragrapr1s a. arid b. above. or: (4)Necessary for tf-.c normal oporation ofthe covered "a1.1to'' or the monitoring of thecovered "auto's'' opcratirt;J system. 2.111 the event of a "loss" to a cover'ed "at.to·;tho-most we-will pay for "loss" to globalpositioning systcrns and · tclcmaticsdevices" in any one covered '\l.•.ito" is th elesser of; �-Tl1c-acti,.al cash value of the damagedOJ' stole n property-c�t the time of lossJ b-Tho cost of repairing Of' rep.acingdamaged or stolen prcporty with othorprcpcrly of lik.e-kind B.n d quality: or -c. $2 500 3. For each covered '·loss··: a deductible of$100 shall .apply- 'T elem aticS-Devices" include devices th at J.r'O not installed by tho-vehicle rna.rwfactL.ror· and that arc designed for the collection and clissemiriation of data for' tho pL.rpose of monitcrin(1 vet1ide and/or driver performance. This. includes glabal positioning systems arid wireless safety 0001munication device5. Cellular, mobile and smart phones are not considered global positioning systems or "telernatics devices0 tor purposes of this coverage provision. D.ELECTRONIC EQUIPMENT -INCREAS EDCOVERAGE Thai $1,000 limit Indicated In Paragraph C.1.b.under Section Ill -Physical Damage Coverage isincraased to $2,500. E.AUTO LOAN1LEASE GAP COVERAGE The following is added ter Section Ill -Physical Damage Coverage. Parawaph C.: In tho event of a tot�'l.l ''loss'' to a covered "al.to"vvo will pay any ur1paid arnour1t du e on the leaseor loan for a covered "ai...to"; lcssi Tho amount paid 1.rndcr tho Physical DarnagoCoverage section of tho policy: and any: 1.Overdue l8'<:.1soc1oan payments att ho-timc oftho-''loss": 2.Financial penalties impose d und er a leasefor excessive use, abnormal wear and tearor high milcagei 3.Soc1.,rity deposits notrctunied bythc lessor· 4.Costs for extended w:;vrantios, Credit LifeInsurance, Health Accident or Disabilitylnsuranco p.irchased with the loan or lea..soiand 5-Carry-over balances fran previous lo.ans orle,;1scs. However. this provisio n docs not apply to the oxtcnt loo.rn1oase-gap covorago has boon provided by separate endorsomonttothispolicy. F.AUTOS RENTED BY EMPLOYEES Tr1c following is added to Section II - CoveredAvtos Liability Coverage, Paragraph A.1.: Tr1e following is add ed to tho Who Is M InsuredProvisiorn An '',employee·• of yoi..rs is an "insured'' whileoperating an "auto'' hir·ed or rented under aco11tract or agreerne11t in an "employee's'' name,with your pormission, while-porforming dL,ticsr-elatcd to thci conduct of yoL.r business G.BAJL BONDS-EXTENDED COVERAGE Section II-Covered Autos Liability CovE1291Paragraph A.2_a.(2) is deleted and replaced bythe following: (2) Up to $5,000 for cost of bail bonds (includin(Jbonds for related traffic law violations)required because oll an "accident" \1118 cover.We do not have to furnish these bonds. CL CA20930319 Includes coPff'lgh1eCI ma1erlal al lnsuraice Savtces Offiees, Inc. with Ill pannlsslon Paga 3o18 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22 H.BROAD FORM NAMED INSURED INCLUDING NEWLY ACQUIRED OR FORMED ORGANIZATIONS The following is added to sub paragraph A1. Who Is An Insured o! Section II Covered AutosLiability Coverage: For any covered "auto··: Any or·ganization other than a partnership. joi11t venture m lirnited liability company over which you maintain ownership 01· majority i11terest ofmore than 50 perceI1t on the effective date of this endorsement and for which you are obligated prior to the loss to provide insurance unless that organization is an ·insured· under aI1y other· automobile policy or would be an 'insured" under such a policy but for the exhaustion of its Limit of lnsur·ance Any organization you newly acquire or form. other than a partnership joint venture or limited liability' company or any organization excluded either by this Coverage Part or by endorsement. and over which you maintain ow11ership or majority interest of more than 50 percer1t will qualify as a Named Insured However: 1, This insurance does not apply to any newly acquired or formed organization that is an "insured" under any other automobile policy or would be an "insured" under such policy but for its termination or the exhaustion of its Limit of Insurance 2.Coverage under this provision does not apply to "bodily injury'', "property damage". expense or "loss" that occurred before you acquired orformed the organization. 3.Coverage under this provision is afforded only until the 1 80th day after you acquire or form the organization or the end of J:.::: 1<;:icy r,,:/ic1�, whichever is earlier I.CUSTOM SIGNS & DECORATIONS Physical Damage coverage on a covered "auto extends to · loss" to custom sig11s and decorations including custom murals, paintings or other decals or graphics. Our limit of liability for each "loss" to custom signs and decorations shall be the least of: (1)Actual cash value of the stolen or damagedproperty; or (2)Amount necessary to repair or replace the property� This coverage does not apply to Hired Auto Physical Damage Coverage. J.EMPLOYEES AS INSUREDS Section II-Covered Autos Liability Coverage.Para�iraph A.1.b.(2) is deleted and replaced by the followinc,r (2)Any "employee· of yours is an "insmed· while usi11g a covered ··auto· you dor1 ·1 own. hire or borrow ir1 your busir1ess or your personal .affairs However. the insurance provided by thisprovision. I. EMPOYEES AS INSUREDS. docs not apply if separate Employee as Insured coverage ior any similar or equivalent coverage) has boon provided by a separate endorsement issuod by us andmado a part of this policy or coverage part K.FAMILY EMERGENCY TRAVELREIMBURSEMENT SECTION II • LIABILITY COVERAGE, A. 2. Coverage Extensions is amended to include tho following In addition to the I irnit of Insurance, we will payreasonable "travel reimbursement expenses" incurred by a family member" or desig11ated representatives", of an "insured" or passenger for travel to visit that "insured" or passenger who was injured in an "accident" involving a covered "auto". subject to the followingconditions• 1.Regardless of the number of traveling ·family members or designated representatives· injured "insureds" or· passengers. claims made or vehicles involved in the "accident", the most we will pay for all travel reimbursement expenses'' resulting from any one "accident" is $ 2.500 2.Travel must be to visit the injured party at the hospital to which such · insured has been admitted and has received medical or surgical treatment for a period of 72 hours or more from the time of first admittance to such hospital or in the eveI1t of death, to the location necessary to handle the immediate affairs of the deceased. 3.Subject to the $2,500 per accident limit, the most we will pay for the combined total of expenses for room accommodations, meals,and parking for each "family member" or •designated representatives" is $200 per day. 4.We will reimburse ground transportation using a personal vehicle at a rate of 40 cents Page4of8 Includes copyrighted material of Insurance SeNlces Offices, Inc. with Its permission CL CA20 93 0319 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22 per mile Im tho actual miles driven. 5.All 'Vavel reimbvrsemen\ expenses" ml1stbo supported by vvrittcn receipts sub,1ittedto us no later than i 20 days from the datesuch '1ravcl rcirnburserr,r;r·t expenses'' woroincurred. "Travel reimb.Fsement expenses'' include reasonable ground, rail, or air (coach class) transportation, room accommodations, meals, and parkjng expenses only. ·Designated representative" is an individual identified by the "insured" as a close personalfriend or as having dccisio11 making authoritypertaining to the insu red's care in the event ofincapacity or death. "Family membor" means a person related to the injured "insured" by blood, marriage, stat� recognized civil union, or adoption, including a ward or foster child. L FELLOW EMPLOYEE COVERA-G E Exclusion B. 5. of Section II • Covered Autos Liability Coverage is deleted and replaced vtith the followingJ 5.Fellow Employee a."Bodily injury" to any fellow"employee" ofan ''insured'' arising out of and in the course of the fellow "employee's"employment or 1M11ile performing duties related to the conduct of your businessi 01' b.Tiic spouse, child, parent, brother orsister of that fellow "employee" as aconsequence of Paragraph a. above. Hov,,1cvcr·, this e:,cclusion does not apply to liability incurred by your "employees" that are "executive officers''_ No ''employee" is an ''insurocf ' for "bodily injury" to a co-employee if such coemployee's €:;(elusive remedy is provided under a workers compensation law or any similar law. For the purpose of Fellow Employee Coverage only, paragraph B.5. of Business Auto Conditions is changed as followsi Tois FELLOW EMPLOYEE COVERAGE is excess over any other collectible insurance. As used in this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. M. FIRE EXTINGUISHER RECHARGE The following is added to Paragraph A4.Coverage Extensions of Section Ill -Ptiysical Damage CoverageI Wl1Cm fire extinguishers arc, kept in your covered''auto" and are discharged in an attempt toextinguish a fire, we: will pay the lesser of theactual cost of rechar�Jing or replacing such fireo:ctinguishcr(s) No deductible applies to this coverage. N.GLASSREPAJR-NODEDUCTIBLE Section Ill -Physical Damage Coverage,Paragraph D. is deleted and replaced by the:follovvingi D.DEDUCTIBLE For each covered "aL1to" our otiligation to pay for·, repair, return or replace damaged or stolen properly will be redLJCed by the applicable deductible shown in the Declarations. AJ1y Comprehensive Coverage deductible shown in the Declarations does not apply IOJ 1."Loss" caused by fire or lightni ngi or 2.'Loss" wtien you elect to patch or repairglass rather than l"Cplace. 0.HIRED AUTO PHYSICAL DAMAGECOVERAGE AND INCREASED LOSSOFUSE EXPENSES Section Ill Physical Damage Coverage, A. 4Coverage-Extensions is amended to include thefollos,vingJ If hired "autos'' are covered "autos" for· LiabilityCoverage under this policy and if PhysicalDarnago Comprehensive Coverage, Physical Damage Specified Cm,sos Of Loss Coverage, orPhysical Damage Colli:;;ior1 Coverage is provided under this policy for any "auto'' you 01,vn, thensuch Physical Damage-Coverages arc extended ;::; ,-,;+t;;.t,, "autos" you lease, hire, rent or borrovv'v.,,ithout a driver, Sl,bjcct to the followingprovisionsJ 1.Tois extension is only available for "autosn you lease, hire, rent or borrow for less than30 consecutive days. 2.The most we \Viii pay in any one "loss" is theleast of $100,000, the actual cash value of the "auto" or the cost to repair or replacethe "auto", except that such amount will be reduced by a deductible to IJe determined asfollowsi & The deductible shall IJe equal to the CL CA20930319 Includes copyrighted material of Insurance Services Offices, Inc. with its pem1isslon Page5o18 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22amount of the highest deductible shown ior any owned · auto" of the same dassification for that coverage. In tho event there is no owned ·auto·· of the same classification, the highest deductible for any ow11ed ··auto will apply for that coverage. b.No deductible will apply to 'loss caused by fire or lightning 3.Coverage provided under this extension will be excess over any other collectible insurance you have. Paragraphs 1 through 3 above do not apply if separate Hired Auto Physical Damage is indicated in the declarations 4.For 'autos" you lease. hire, rcI1t or borrowcovered under this Hired Auto Physical Damage Coverage extension or under separate coverage provided rn the declarations the limits in subparagraph b� Loss Of Use Expenses under paragraph 4. Coverage Extensions as found in paragraph A. Coverage of SECTION Ill -PHYSICAL DAMAGE COVERAGE. are increased to $500 per day to a maximum of S3500 P.HYBRID AUTO PAYMENT COVERAGE Section Ill -Physical Damage Coverage. A. 4Coverage Extensions is amended to include the following. 1.In the event of a total "loss" to a no11-"hybrid auto for which Corn prehensive. Specified Causes of Loss. or Collision coverages are providod under tho Business Auto Coverage form, tl1en Physical Damage Coverages are amondcd �1$ follow:.;; a.If a 11011 hybrid auto · is replaced with a · hybrid auto· or· electric auto·· we wil I pay an additional 10':i;, of the noI1-'hybrid auto's' actual cash value or replacementcost. to a maximum of $2.500, wr1ichcvc, is less; b.The non-"hybrid autos• must be replacedand a copy of a bill of sale or lease, agreement must be received by us within 80 calendar days of the date of "loss•� and c.If more than one non-"hybrid auto" Isdamaged in any one 0loss", the most we, will pay under this Coverage for any one, "loss" is $5,000. 2.For the purpose of this coverage provisionthe following Definitions are addod: a."Hybrid auto' is defined as an auto .including a hybrid 'electric auto·· that is powerod by two sources. an internal combustion engino. and an electric motor. b.Electric auto" is an auto· that is powered by an electric motor instead ofan intornal combustion ongine. The ··eloctric auto" uses onergy st'arod in its rechargeable batteries. which are recharged by common household electricity. Q.KNOWLEDGE OF AN ACCIDENT, CLAIM, SUIT OR LOSS The following is added to Section IV-Business Auto Conditions Paragraph A.2. Notice of an "accident" or "loss" will beconsidered knowledge oi yours only if reported to you, if you arc ar1 individual. a partner, ar1executive officer or an employee designated by you to give us such 11otice. Notice of an "accide11t" or ''loss'' to your Workers' Compensation insurer for an event which later develops into a claim for which th ore is covoragc under this policy. shall be considered notice to us, but only if we arc notified as soon as you know that the claim should be addressed by this. policy, rather than your Workers· Compensation policy R.LIMITED WORLDWIDE HIRED & NON OWNED AUTO COVERAGE In Section IV -Business Auto Conditions, Condition B.7, paragraph b.(5) is mplaced bythe following (5)Anywhere i11 the world ii a covered "auto" isleased. hired. rented or borrowed without adriver for a poriod of 30 days or loss, $. LOSS OF EARNINGS EXTENDED COVERAGE Section II Covered Autos Llablllty Coverage, Paragraph A.2.a.(4) is deleted and replaced by the following: (4)All reasonable expenses incurred by the"insured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. Page6of8 Includes copyrighted material of Insurance SeNlces Offices, Inc. with Its permission CL CA20 93 0319 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22 T.NEW VEHICLE REPLACEMENT COSTTI1c following is added to the: Paragraph C. Limitof lnsu11W1c:e provision of Section Ill-Physi�IDamage Coveragel In the event ol a total "loss" to your "new vehicle"to which this coverage applies. we will pay at youroptiorll a.Tho cost to replac e tho covered "aLJ\Q" with anew"auto" of liko make, model and year·i or b.AI1 amount equal to the original purchaseprice you pa id to acquire the vehicle. includir1g taxes but excluding any extendedwarranties and licensing lees. TI1is coverage applies only to a covered "auto" of the private passenger light truck or rnediu rn trud<.. type (20,000 lbs. or less gross vehicle weight). As us ed in this er1dorseme11t, a "new vehicle" means an "auto" of which you are the original owner that has not been previously titled and which you purchased less than 1 80 days before the date of the "'loss". U.RENTAL REIMBURSEMENT COVERAGE 1.We will pay for rental reimoorscmcntexpenses incurred by you for the rental of an ''auto'' because of ''loss'' to a covered''9.U\Q", Paym ent applies in addition to theotherwise applicable amour1t of each coverage you have on a covered "at.Jto''. N.odeductible applies to this coverage Thiscoverage is only available to those covered'·autos" involv ed in a '·loss" and Phys ic alDamage is provided to tho covered "auto". 2.We will pay only for those expensesincurred during the policy period.tiec1inninq 24 hours af ter the "loss'' andending r"cgardless of the expiration d�te ofthe policy with the lesser of the follow1ngJ 1.TI1e number of days re aso nablyroquired to repair or 1epla ce thecovered "auto". If "loss'' is caused by thelt, this number of days is added to thenumber of days It bices to locate thecovered "auto" and return it to youi or 2.45days. 3. Our payment is limited to the lesser of the following amountsi 1.Necessary and actual 8X{lenses lncurrjd. 2.Toe maximum rental mcpensesindicated belOWl [1) Not more than $75 per dayi (2)The maximum rental expensesshown bclowl (<") S3,375 because of ''loss" toany one cove red "auto": (b) $15,000 oocauso of all ''loss'' toall covered ".;:-wtos" in any onepolicy period. 4.We will pay up to an addition al $300 forthe reasonable and necessary expenses.you incur to remove your materials andequipment from the covered "auto'' andreplace such materials and oquipment 011 the rental "auto". 5, This coverage does not apply while there aro spare or reserve-''autos'' available to you for your operations. 6.If ''loss" rosu Its from the total theft of a cove rod''auto" of the private passenger type. we willpay under this coverage only that amount of 1.�Ju, ,j:c, ,:-1 1 ::]mbursornon t expenseswhich is not already provided for under thePhysical Dam age CDvemge Extension. V, PERSONAL EFFECTS COVERAGE The following is added to Section Ill -Physical Damage Coverage Paragraph A.4.J Physical Damage-Coverage or1 a covered "auto" is extended to "loss'' to your personal property and. if you arc an individual. the _personal property of a la111ily mernber th at 1s 111 the coverod"auto" at the time of"loss'': and caused by an ''accident'' and resulting from the own ership, maintenance or us e of a covered ''auto". Th e most we will pay for any on e ''loss'' under this coverage extension is $500, However, Our" payment f�r-•,oss'' to personal property wi 11 -only be for th e account of the owner of the property Under this provision personal property docs not include and we will not pay for ''loss'' ofi 1.Cum:ncy, coins, securities or 2.Property that under federal or state law is a. Ari illegal controlled substance b.Property in the course of illegaltransportation or trade. No deductlble applies to this coverage extension. CL CA20930319 Includes copyrighted material of Insurance Services Offices, Inc. with its permission Page7of8 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CPA3233076-21 Eff 0l-01-21 to 01-01-22W.RESULT ANT MENTAL ANGUISH Section V • Definitions, Paragraph C. is deleted and repluccd by the following. C "Bodily injury" means bodily inJury. cJisability. sickness. or discuse sustained by a person. including death resulting from any of these at any time. "Bodily injury" includes mer1tal anguish or other mental injury resulting from "bodily injury". X.TOWING AND LABOR COVERAGE EXTENSION The following is added to Section Ill Physical Damage Coverage, pa1·agraph A.2.: 1.We will pay up to: a.S200 lor a covered "auto" of the private passenger type or b $250 for· a covered "auto" that is not of the private passenger typo for towing ar1d labor costs ir1curred each time the covered "auto" is disabled. However. the lubor must be performed at the place of disablement 2.This coverage applies only for ar1 "auto" covered on th is policy for Com preilensive or Specified Causes of Loss Coverage and Collision Coverages. 3.Payment applies in addition to the otherwise applicable amount of each cover·age you have on a covered "auto". Y.TRANSPORTATION EXPENSES-COVERAGE EXTENSION Paragraph A.4.a. Transportation Expenses of Section Ill Physical Damage Coverage is amcr1dod as follows 7.The Limits of l11sura11ce are increased to $75 per day to a maxim urn of S2 500 8.We will also pay reasonable a11d 11ecessary expenses to facilitate the return of the stole11 "auto" to you. Z.UNINTENTIONAL FAILURE TO DISCLOSEHAZARDS The following is added to Section IV .. Business Auto Conditions, Paragraph B.2.: If �u unintentionally fail to disclose any hazardsexisting at the inception of this policy, such failurewill not prejudice the coverage provided to you.However, this provision does not affect our right tocollect additional premium or exercise our right ofcancellation or nonrenewal. AA. WAIVER OF COLLISION DEDUCTIBLE - ATTACHED AUTOS The following is added to parasiraph D. under SECTION Ill PHYSICAL DAMAGE. COVERAGE ol the Business Auto Coverage Form: If a trailer' is connected to an · auto that is not a • trailer' and both ·autos" 1.Are covered 'autos" for Collision Coverage- that applies to that accident'. and 2, Sustain damage i11 a single accident' we will waive the lowest of the applicable Collisim deductibles. BB. WAIVER OF SUBROGATION BY CONTRACT OR AGREEMENT Tt1e following is added to Section IV • Business Auto Conditions. Paragraph A.5. We waive any right of recovery we rnay have a9ainst a11y "insured' provided coverage under this endorsement under A. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT INCLUDING PRIMARY AND NONCONTRIBUTORY OTHER INSURANCE CONDITION. but only as respects ·'loss' arising out of the operation, maintenance or use of a covered 'auto"' pursuant to the provisions or •c:onditions of the written contract or agreement Page8of8 Includes copyrighted material of Insurance SeNlces Offices, Inc. with Its permission CL CA20 93 0319 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 Øº –'ﬁ§ ·“… »†“»ﬁ ŁØŒ Œ æ ŁŁØØ —•††¿‰–·‰–‡ Łº ˇ«»»‰ ˝‹ﬁ»»‹ –‡‡»ﬁ‰» •‹§ Ł ·›–† ¿†… ·›–† †›«ﬁ¿†‰» ˝»ﬁ“•‰»› ºŒºº ˝ ˙–›»‡•‹» ˝‹ ˝«•‹» ﬁ»»†'––… ˚•··¿„» Ł ł ŁŒØºº Øº –'ﬁ§ ·“… »†“»ﬁ ŁØŒ —¿„» –” — ˛˛˝ ¸†…»ﬁ'ﬁ•‹»ﬁ ææ ŒŁ ŒºŁ ºŒºŒ º —–·•‰§ ŒºŁ ˛˝ ·¿†»‹ ¿•“»ﬁ –” ˝«ﬁ–„¿‹•–† » ‚¿“» ‹‚» ﬁ•„‚‹ ‹– ﬁ»‰–“»ﬁ –«ﬁ ¿§‡»†‹› ”ﬁ–‡ ¿†§–†» ·•¿·» ”–ﬁ ¿† •†¶«ﬁ§ ‰–“»ﬁ»… § ‹‚•› –·•‰§ » '•·· †–‹ »†”–ﬁ‰» –«ﬁ ﬁ•„‚‹ ¿„¿•†›‹ ‹‚» »ﬁ›–† –ﬁ –ﬁ„¿†•ƒ¿‹•–† †¿‡»… •† ‹‚» ˝‰‚»…«·» ‚•› ¿„ﬁ»»‡»†‹ ¿·•»› –†·§ ‹– ‹‚» »¤‹»†‹ ‹‚¿‹ §–« »ﬁ”–ﬁ‡ '–ﬁ «†…»ﬁ ¿ 'ﬁ•‹‹»† ‰–†‹ﬁ¿‰‹ ‹‚¿‹ ﬁ»ﬂ«•ﬁ»› §–« ‹– –‹¿•† ‹‚•› ¿„ﬁ»»‡»†‹ ”ﬁ–‡ «› ‚•› ¿„ﬁ»»‡»†‹ ›‚¿·· †–‹ –»ﬁ¿‹» …•ﬁ»‰‹·§ –ﬁ •†…•ﬁ»‰‹·§ ‹– »†»”•‹ ¿†§–†» †–‹ †¿‡»… •† ‹‚» ˝‰‚»…«·» ˝¸ – ¿†§ »ﬁ›–† –ﬁ –ﬁ„¿†•ƒ¿‹•–† '‚»† ¿„ﬁ»»… ‹– «†…»ﬁ ¿ 'ﬁ•‹‹»† ‰–†‹ﬁ¿‰‹ –ﬁ ¿„ﬁ»»‡»†‹ ¿› …»”•†»… ¿–“» ¿†… '•‹‚ ‹‚» •†›«ﬁ»… '‚•‰‚ •› •† »””»‰‹ ¿†… »¤»‰«‹»… ﬁ•–ﬁ ‹– ¿†§ ·–›› DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff0l-01-21 to 01-01-22 Table of Contents I. II. Ill. COVERAGE A -CONTRACTING SERVICES POLLUTION LIABILITY 1.Third-Party Claims 2.Emergency Expenses COVERAGE B-ENVIRONMENTAL CRISIS MANAGEMENT COSTS EXCLUSIONS a.Claims Brought by Waste Disposal Facility Owner or Operator b.Contractual Liability c.Covered by Project-Specific Insurance d.Criminal Fines, Penalties or Assessments e.Damage to Your Work f.Employer's Liability g.Expected or Intended Injury or Damage h.Failure to Comply i.Intentional Acts j.Internal Expenses k.Known Pollution Condition, Injury or Damage I.Nuclear Material m.Property Damage to a Conveyance n.Related Entities and/or Individuals o.War p.Waste Disposal q.Workers' Compensation and Similar Laws r.Your Product IV. DEFENSE V.WHO IS AN INSURED VI. LIMITS OF LIABILITY AND DEDUCTIBLE 1.Policy Aggregate Limit 2.Contracting Services Pollution Liability -Each Pollution Condition Limit 3.Environmental Crisis Management Costs Limit 4.Multiple Policies or Policy Periods 5.Extension of Policy Period 6.Deductible VII.NOTICE, RIGHTS AND DUTIES 1.Your Duties in the Event of a Pollution Condition 2.Our Rights in the Event of a Pollution Condition 3.Your Duties in the Event of a Claim or Suit 4.Your Duties with Respect to Emergency Expenses 5.Knowledge of a Pollution Condition 6.Mistaken Notice 4 4 5 8 8 10 12 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff0l-01-21 to 01-01-22 VIII.CONDITIONS 1.Action Against Company 2.Appeals 3.Bankruptcy 4.Cancellation 5.Changes and Assignment 6.Consent 7.Cooperation 8.Currency 9.Declarations and Representations 10.Economic and Trade Sanctions 11 . Headings 12.Independent Counsel 13.Inspection and Audit 14.Other Insurance IX. 12. 23. a.Primary Insurance b.Excess Insurance c.Method of Sharing 15.Separation of Insureds 16.Sole Agent 17.Subrogation 18.Voluntary Payments DEFINITIONS 1.Auto 2.Bodily Injury 3.Cargo 4.Claim 5.Cleanup Costs 6.Completed Operations 7.Conveyance 8.Coverage Territory 9.Crisis Management Consultant 10 Crisis Management Costs 11.Crisis Management Event Emergency Expenses 13.Employee 14.Environmental Damage 15.Environmental Laws 16.Environmental Professional 17.Executive Officer 18.First Named Insured 19.Illicit Abandonment 20.Inception Date 21.Insured Contract 22.Job Site Leased Worker 24.Legal Defense Costs 25.Loading or Unloading 26.Location 27 . Loss 28.Low-Level Radioactive Waste 29.Microbial Matter 30.Mixed Waste 31.Natural Resource Damage 32.Our Affiliate 33.Policy Period 34.Pollutant 35.Pollution Condition CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. 13 17 Page 11 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 36.Property Damage 37.Responsible Insured 38.Restoration Costs 39.Suit 40.Temporary Worker 41 . Transportation 42.Volunteer Worker 43.Waste 44.Waste Disposal Facility 45.Your Product 46.Your Work CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 12 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 Colony Specialty CPL Insurance Policy This Policy provides certain insurance coverages on a discovery basis. Various provisions in this Policy restrict coverage. Please read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this Policy the words and phrases that appear in bold have special meaning and are defined in Section IX. DEFINITIONS. The terms "we", "us", "our" and "insurer" refer to the Company providing this insurance. The terms "you" and "your" refer to the Named Insured shown in the Declarations and any other person or entity that qualifies as a Named Insured under this Policy. In consideration of the payment of the premium and any deductible, when due, and in reliance upon all the statements made in the Application, made part of this Policy, including any other supplemental materials and information submitted in connection with the Application, and subject to all the terms of this Policy, the Company agrees to provide insurance coverage as described herein: I.COVERAGE A -CONTRACTING SERVICES POLLUTION LIABILITY 1.Third-Party Claims We will pay on behalf of the insured loss that the insured becomes legally obligated to pay because of bodily injury, property damage or environmental damage that: (i) takes place during the policy period, (ii) is caused by a pollution condition in the coverage territory, (iii) results from your work, and (iv) results in a claim for such bodily injury, property damage or environmental damage. 2.Emergency Expenses We will pay the emergency expenses you first incur during the policy period arising from a pollution condition in the coverage territory resulting from your work. II.COVERAGE B -ENVIRONMENTAL CRISIS MANAGEMENT COSTS We will pay the crisis management costs you incur as a direct result of a crisis management event that: a.arises directly from a pollution condition that has resulted, or is reasonably likely to result, in loss covered under Coverage A; b.commences during the policy period; and c.first becomes known to a responsible insured during the policy period and is reported to us in writing as soon as possible, but in any event during the policy period or within thirty (30) days after the end of the policy period. We will pay those crisis management costs you incur even if coverage hereunder is still to be confirmed by us, but we will stop paying such fees as soon as it becomes evident, to either you or us, that this insurance does not apply. Crisis management costs are not subject to any retention or deductible. CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 13 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 Ill. EXCLUSIONS This Policy does not apply to any claim or loss arising out of: a.Claims Brought by Waste Disposal Facility Owner or Operator Bodily injury, property damage or environmental damage sustained by an owner or operator of a waste disposal facility, including any parent, subsidiaries, affiliates, related companies, predecessors-in-interest or successors-in-interest or assignees of the owner or operator, arising out of a pollution condition that commenced after your waste was delivered to the waste disposal facility. b.Contractual Liability Bodily injury, property damage or environmental damage for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This Exclusion does not apply to liability for damages: (1 )That the insured would have in the absence of the contract or agreement; or (2)Assumed in an insured contract, provided the bodily injury, property damage or environmental damage occurs subsequent to the execution of the insured contract. Solely for the purposes of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of bodily injury, property damage or environmental damage provided: (a)Liability to such party for, or for the cost of, that party's defense has also been assumed in the same insured contract; and (b)Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. Regardless of how legal defense costsare treated elsewhere in this Policy, any coverage afforded under subparagraph (b) for reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an insured shall reduce the applicable limits of liability in Section VI. LIMITS OF LIABILITY AND DEDUCTIBLE. c.Covered by Project-Specific Insurance Your work, if the claim or lossis covered by any project-specific insurance available to the insured. d.Criminal Fines, Penalties or Assessments Criminal fines, criminal penalties or criminal assessments. e.Damage To Your Work Property damage or environmental damage to your workarising out of it or any part of it. However, this Exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. f.Employer's Liability Bodily injury to: (1)An employee of the insured arising out of and in the course of: CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 14 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 (a)Employment by the insured; or (b)Performing duties related to the conduct of the insured's business; or (2)The spouse, child, parent, brother or sister of that employee as a consequence of paragraph (1) above. This Exclusion applies whether the insured may be liable as an employer or in any other capacity and to any obligation to share damages with or repay someone else who must pay damages because of the injury. This Exclusion does not apply to liability assumed by the insured under an insured contract. g.Expected or Intended Injury or Damage Bodily injury, property damage or environmental damage expected or intended from the standpoint of the insured. This Exclusion does not apply to bodily injury resulting from the use of reasonable force to protect persons or property. h.Failure to Comply A responsible insured's knowing, willful or deliberate failure to comply with, or disregard of, any statute, regulation, ordinance, administrative complaint, notice of violation, directive, order, or instruction made by or on behalf of any governmental body or agency, including a failure to report any pollution condition to the appropriate governmental agency when required by law. This Exclusion does not apply to a responsible insured'snon-compliance that is based upon good faith reliance on written advice of outside counsel received in advance of such non-compliance. i.Intentional Acts A responsible insured's dishonest, fraudulent, malicious, willful, deliberate or knowingly wrongful act resulting in bodily injury, property damage or environmental damage. j.Internal Expenses Any costs, charges or expenses incurred by any insured for goods supplied or services performed by any temporary workers, volunteer workers, staff or salaried employees of the insured, its parent, subsidiary or affiliate, unless and until, our consent, such consent being within our sole discretion, to incur such costs, charges or expenses is provided in writing to you. k.Known Pollution Condition, Injury or Damage Any pollution condition, bodily injury, property damage or environmental damage that was known to any responsible insured as of the inception date. This Exclusion does not apply to pollution conditions known to any responsible insured as of the inception date that resulted from the work or operations of others and not from your work. I.Nuclear Material (1)The radioactive, toxic or explosive properties of nuclear material and with respect to which: CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 15 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 (a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (b) the insured is, or had this Policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; or (2)The actual, alleged, suspected or threatened ingestion of, inhalation of, contact with, exposure to, existence of, or presence of any radioactive matter or material arising out of your product. m.Property Damage to a Conveyance Property damage to a conveyance utilized by you or on your behalf during transportation. However, this Exclusion does not apply to a claim brought by a third party carrier alleging negligence on your part. n.Related Entities and/or Individuals Bodily injury, property damage or environmental damagesustained by any person, entity or organization: (1)that is owned, managed, or controlled by such insured or in which such insured has an ownership interest in excess of twenty-five (25%) percent; (2)of which such insured is an officer, partner, or director; or (3)that owns, operates, or manages such insured. o.War (1)War, including undeclared or civil war; (2)War-like action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3)Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. p.Waste Disposal The disposal of any products or materials, including, but not limited to, your products or waste, that have been delivered to any premises, location, or facility for the purpose of treatment, storage, processing, recycling or disposal. However, this Exclusion does not apply to your use of a waste disposal facility. q.Workers' Compensation and Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. r.Your Product (1)Your product; or CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 16 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 (2)Property damage or environmental damage to your product, arising out of it or any part of it. However, subparagraph (1) does not apply to your products that are installed as part of your work at a job site. IV.DEFENSE We have the right and duty to defend the insured against a suit seeking damages to which this insurance applies. We have no duty to defend the insured against any claim or suit seeking damages to which this insurance does not apply. Our duty to defend ends when the applicable Limit of Liability has been exhausted by the payment of loss. We may, at our discretion, investigate any pollution condition or claim and settle any claim or suit. With respect to any pollution condition or claim we investigate or suit we defend, we will pay legal defense costs. Legal defense costsare in addition to, and do not reduce, the limits of liability. V.WHO IS AN INSURED Each of the following is an insured: 1.If you are designated in the Declarations as: a.An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Your volunteer workers, but only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these employees or volunteer workers is an insured for: CPL001-0615 (1)Bodily injury: Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 17 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 (a)To you, to your partners or members (if you are a partnership or joint venture), or to your members (if you are a limited liability company); (b)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in subparagraph (1) (a) above; or (c)Arising out of the providing or failure to provide professional health care services except incidental health care services provided by any physician, dentist, nurse, emergency medical technician or paramedic who is employed by you to provide such services and provided you are not engaged in the business of providing such services. (2)Property damage or environmental damage to property: (a)Owned, occupied or used by; or (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your employees, volunteer workers, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Any person (other than your employee or volunteer worker), or any organization while acting as your real estate manager. c.Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. d.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this Policy. 3.Any subsidiary, associated, affiliated or allied company or corporation, including subsidiaries thereof, of which you have more than 50% ownership interest as of the inception date is a Named Insured; however, such entities shall cease to be a Named Insured if you cease to maintain more than a 50% ownership interest. 4.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However, coverage for such organization: a.Is afforded only until the 90th day after you acquire or form the organization or the end of the policy period, whichever is earlier; b.Applies only if you give us written notice within 90 days after you acquire or form the organization, or before the end of the policy period, whichever is earlier; c.Is conditioned upon your payment of any additional premium that we charge for such organization; CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 18 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 d.Is subject to any changes in policy terms, conditions or exclusions that we impose; and e.Does not apply to any bodily injury, property damage, environmental damage or pollution condition that took place before you acquired or formed the organization. Unless there is compliance with each of subparagraphs b. through e. above, there shall be no coverage under this Policy for a newly acquired or formed organization. 5.Any person or organization with whom you agree to include as an insured pursuant to a written contract, written agreement or permit is an insured, but only with respect to bodily injury, property damage or environmental damage: (i) arising out of your work, including completed operations, (ii) caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf, and (iii) only for the lesser of the applicable limits of liability set forth in Section VI. LIMITS OF LIABILITY AND DEDUCTIBLE or the minimum limits of liability required by such written contract. The insurance afforded under this paragraph 5. only applies to the extent permitted by law and will not be broader than that which you are required by the contract or agreement to provide for such insured. Furthermore, a manager or lessor of premises, a lessor of leased equipment, or a mortgagee, assignee, or receiver is not an insured as respects bodily injury, property damage or environmental damage: a.Arising out of any pollution condition that takes place after the equipment lease expires or you cease to be a tenant; or b.Arising out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lesser of premises, or mortgagee, assignee, or receiver. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. VI.LIMITS OF LIABILITY AND DEDUCTIBLE Regardless of the number of claims, suits, claimants or insureds, the following limits of liability apply: 1.Policy Aggregate Limit The Policy Aggregate Limit set forth in Item 3 of the Declarations is the most we will pay for all lossunder this Policy. 2.Contracting Services Pollution Liability -Each Pollution Condition Limit Subject to Paragraph 1. above, the Contracting Services Pollution Liability -Each Pollution Condition Limit set forth in Item 3 of the Declarations is the most we will pay for all loss arising out of the same, related, continuous or repeated pollution condition(s). 3.Environmental Crisis Management Costs Limit Subject to Paragraph 1. above, the Environmental Crisis Management Costs Limit set forth in Item 3 of the Declarations is the most we will pay for all lossunder Coverage B - Environmental Crisis Management Costs. CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 19 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 4.Multiple Policies or Policy Periods a.All progressive or indivisible bodily mJury, property damage or environmental damage, including any continuation, change or resumption of such injury or damage, which occurs over a period of days, weeks, months or longer caused by continuous or repeated exposure to the same, related, continuous or repeated pollution condition(s) shall be deemed to have occurred only on the date of first exposure to such pollution condition. However, if the date of first exposure cannot be determined and the bodily injury, property damage or environmental damage continues in fact during this policy period, all such injury or damage shall be deemed to have occurred during the policy period of the first policy issued to you by us or our affiliate providing substantially the same coverage as provided by this Policy for bodily injury, property damage or environmental damage that takes place during the policy period. b.lf the same, related, continuous or repeated pollution condition(s) take place over the periods of multiple policies issued by us or our affiliate to you providing substantially the same coverage as provided by this Policy for bodily injury, property damage or environmental damage that takes place during the policy period: (1)all such bodily injury, property damage or environmental damage shall be deemed to have taken place only during the policy period of the first such policy in which any of the bodily injury, property damage or environmental damage took place; and (2)all loss arising from all such bodily injury, property damage or environmental damage shall be deemed to have arisen from one pollution condition and shall be subject to the limits of liability in effect for such first policy period. 5.Extension of Policy Period The Limits of Liability apply to the entire policy period. Any extension of the policy period that occurs after the inception date shall be deemed part of the preceding period for the purposes of determining the applicable Limits of Liability. 6.Deductible We will pay loss in excess of the applicable Deductible set forth in Item 3 of the Declarations. Deductible payments do not erode the Limits of Liability. A separate Deductible will apply to each pollution condition, or related, continuous or repeated pollution condition(s). The Deductible includes legal defense costs. If the same, related, continuous or repeated pollution condition(s) results in application of more than one Coverage, only the highest applicable Deductible shall apply. Upon our request, the first named insured shall promptly reimburse us for advancing any portion of the Deductible we have paid. In the event that the first named insured does not promptly reimburse us for any Deductible amount so advanced, any costs incurred by us in the collection of those amounts shall be added to the Deductible amounts due to us including, but not limited to, collection agency fees, attorney fees and interest. CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 10 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 VII.NOTICE, RIGHTS AND DUTIES 1.Your Duties in the Event of a Pollution Condition a.It is a condition precedent to coverage that you give us written notice of a pollution conditionas soon as practicable. Written notice shall contain all of the following information: (1)The cause of the pollution condition; (2)The address of the location where the pollution condition took place; (3)The circumstances under which and the date the insured first became aware of the pollution condition; (4)Bodily injury, property damage, environmental damage or cleanup costs which have resulted or may result from such pollution condition; (5)The name of all insureds that may be subject to a claim and all potential claimants; (6)All engineering information available relating to the pollution condition; and (7)Any other information that we deem reasonably necessary and is reasonably available to the insured. b.You shall have the duty to mitigate and clean up any pollution condition to the extent required by environmental laws, including retaining appropriate environmental professionals. We may exercise our right to require that such environmental professionals have certain professional qualifications, including experience with similar pollution conditions and cleanup costs. We shall have the right but not the duty to review and approve all aspects of any such cleanup. You shall notify us of actions and measures taken pursuant to this Paragraph. 2.0ur Rights in the Event of a Pollution Condition We shall have the right, but not the duty, to clean up or mitigate a pollution condition upon receiving notice as provided under Paragraph 1. above. Any sums we expend in taking such action shall be deemed incurred or expended by the insured and shall be applied against the Limits of Liability and Deductible of this Policy. Further, we shall have the right, but not the duty, to participate in decisions regarding cleanup costs and to assume direct control over all aspects of the cleanup and the adjustment of any claim or emergency expenses up to the applicable Limits of Liability. If we exercise this right, the insured shall promptly reimburse us for any element of loss falling within the Deductible. 3.Your Duties in the Event of a Claim or Suit Without limiting the requirements of any insuring agreement in this Policy, you shall give us written notice of any claim made or suit brought against an insured as soon as practicable. Such written notice shall include the following: a.All reasonably obtainable information with respect to the circumstances of the claim or suit, and the names and addresses of the claimants and available witnesses; CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 111 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22b.AII demands, summonses, notices or other process or legal papers received in connection with the claim or suit; and c.Other information in the possession of the insured or its hired experts which we deem reasonably necessary. 4.Your Duties with Respect to Emergency Expenses Within ten (10) days of the first discovery of the pollution condition for which emergency expenses have been incurred, you shall forward to us all information pertaining to the emergency expenses incurred. Such information shall include, to the extent reasonably available, the cause and location of the pollution condition, costs incurred and all associated invoices, technical reports, laboratory data, field notes, expert reports, investigations, data collected, regulatory correspondence or any other documents relating to the emergency expenses incurred. 5.Knowledge of a Pollution Condition Knowledge of a pollution condition by any of your agents, servants or employees, or any other person shall not in itself constitute knowledge by you unless a responsible insured or a manager or equivalent level employee in your Risk Management, Insurance or Law Department possesses such knowledge. 6.Mistaken Notice If you mistakenly notify another insurer rather than us of a pollution condition, such mistaken failure to notify us shall not invalidate coverage so long as you notify us of the pollution condition within a reasonable time after you become aware of such error. VIII.CONDITIONS 1.Action against Company No person or organization other than an insured has a right under this Policy: a.To join us as a party or otherwise bring us into a suit against any insured; or b.To sue us, in connection with this insurance unless all of this Policy's terms have been fully complied with. However, a person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for any loss that is not payable under the terms of this Policy or that is in excess of the applicable Limit of Liability. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 2.Appeals At our discretion, we may appeal any judgment that would result in a payment under this Policy. When we appeal, we will pay all costs associated with the appeal in addition to the limits of liability. Any such appeal will not increase our limits of liability. 3.Bankruptcy Bankruptcy or insolvency of an insured or an insured's estate shall not relieve us of our obligations under this Policy. However, any such insolvency or bankruptcy of an insured or an insured's estate shall not increase our obligations including, but not limited to, those with respect to any Deductible. CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 112 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 4.Cancellation a.The first named insured may cancel this Policy by delivery thereof to us or our authorized agent, or by mailing to us written notice stating when thereafter the cancellation shall be effective. If the first named insured cancels, any unearned premium will be paid to the first named insured calculated on the customary short rate basis. b.We may cancel this Policy by mailing to the first named insured at the address shown in Item 1 of the Declarations, a notice stating when such cancellation shall be effective. We may cancel this Policy for the following reasons only: (i)Non-payment of premium; or (ii)Fraud or material misrepresentation. If we cancel, any premium refund will be calculated on a pro rata basis. c.The time of delivery or the effective date and hour of cancellation stated in the notice shall become the end of the policy period. Delivery of such written notice either by the first named insured or by us shall be equivalent to mailing. Proof of mailing such notice shall be sufficient proof of notice. We shall provide notice of cancellation not less than: (1)ten (10) days prior to the effective date of cancellation for non-payment of premium; or (2)sixty (60) days prior to the effective date of cancellation for fraud or material mis representation. d.We will tender any premium refund due upon cancellation to the first named insuredas soon as practicable after cancellation is effective, but tender of such premium refund is not a condition of cancellation. 5.Changes and Assignment The terms, definitions, conditions, exclusions and limitations of this Policy shall not be waived or changed, and no assignment of any interest in this Policy shall bind us, except as provided by an endorsement issued by us and attached to this Policy. 6.Consent Subject to Section Ill. EXCLUSIONS, paragraph j., where our consent or your consent is required under this Policy, such consent shall not be unreasonably withheld, delayed, conditioned or denied. 7.Cooperation The insured shall assist and cooperate with us in the investigation, adjustment, defense or settlement of any claim or suit, including participating in meetings, testifying at hearings, depositions and trials, securing evidence, assisting us with investigating the existence of and procuring access to any other applicable insurance coverage and providing any written statements as we may require. 8.Currency Any reimbursement we make under this Policy will be made in U.S. currency at the prevailing exchange rate on the date the judgment is rendered, or the date the amount of CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 13 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff0l-01-21 to 01-01-22 the settlement is agreed upon, or the date any other reimbursable expenditure is made by the insured, whichever is most applicable. 9.Declarations and Representations By acceptance of this Policy, you agree that: a.The statements contained in the Declarations, the Application and any supplemental materials and information submitted in connection with the Application or any amendments to the Policy during the policy period, are your statements and representations; b.This Policy is issued in reliance upon the truth of such statements and representations; c.The statements and representations provided to us contain no material omissions; and d.This Policy embodies all agreements existing between you and us relating to the coverage provided hereunder. 10.Economic and Trade Sanctions This Policy shall not apply to any risk which would be in violation of the laws of the United States including, but not limited to, U.S. economic or trade sanction laws or export control laws administered by the U.S. Treasury, State, or Commerce Departments. 11.Headings The descriptions in the headings and sub-headings of this Policy are included solely for convenience and form no part of this Policy's terms and conditions. 12.Independent Counsel In the event an insured is entitled by law to select independent counsel to represent or defend an insured at our expense, the attorney's fees and all other litigation expenses incurred by us shall be limited to the rates we would pay to counsel normally retained by us in the ordinary course of business when defending similar claims in the jurisdiction where the claim arose or is being defended. In addition, we may exercise our right to require that such counsel: a.Meet certain minimum qualifications with respect to competency, including possessing a minimum of five (5) years experience in defending claimssimilar to those asserted against the insured; b.Maintain suitable errors and omissions insurance coverage; and c.Agree, in writing, to respond in a timely manner to our requests for information regarding the claim. An insured may, at any time, waive any right it may have to select independent counsel. 13.lnspection and Audit With reasonable notice to you, we shall be permitted, but not obligated, to inspect, sample and monitor on a continuing basis your property, equipment and/or operations. Neither our right to make inspections, sample and monitor, nor the actual undertaking thereof, nor any report thereon shall constitute an undertaking, on behalf of or for the benefit of you or others, to determine or warrant that such property, equipment and/or CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 114 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 operations are safe, healthful or conform to acceptable engineering practice or are in compliance with environmental laws, or any other law, rule or regulation. Further, the first named insured agrees on behalf of all insureds, to grant us both the right to interview, and access to, any insured whom we reasonably believe may have relevant information pertaining to any claim or pollution condition potentially covered under this Policy. 14.Other Insurance If other valid and collectible insurance is available for any loss subject to coverage under this Policy, this insurance applies in excess of such other insurance, whether primary, excess, contingent or on any other basis except if such other insurance is specifically written to be excess insurance over the limits of liability of this Policy, this insurance will be primary. In the event that a written contract, written agreement or permit requires this insurance to be primary for any person or organization that you agreed to insure, and provided such person or organization is an insured under this Policy, this insurance will be primary and we will not seek contribution from any other insurance issued to such person or organization. If all of the other insurance permits contribution by equal shares, we also will follow such method. Under this method, each insurer contributes equal amounts until it has paid its limit of liability or no loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its limit of liability to the total applicable limits of insurance of all insurers. 15.Separation of Insureds Except with respect to the Limits of Liability, Deductible, and any rights and duties specifically assigned to the first named insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whom a claim is made. Misrepresentation or concealment by one insured shall not prejudice the interest or coverage for another insured under this Policy, except where such latter insured is a parent, subsidiary, or affiliate of the insured that committed such misrepresentation or concealment. For the purposes of this condition, an "affiliate" means an entity that directly or indirectly is controlled by, or is under common control with, the insured that committed such misrepresentation or concealment. Notwithstanding the forgoing, nothing stated herein shall preclude us from seeking and obtaining rescission of this Policy in the event of a material misrepresentation in the application for insurance. In addition, nothing stated herein shall operate to increase the limit(s) of liability provided hereunder. 16.Sole Agent The first named insuredshall act on behalf of all insureds for the payment of the Deductible, payment or return of premium, receipt and acceptance of any endorsement issued to form a part of this Policy, and giving and receiving notice of cancellation. 17.Subrogation In the event of any payments made pursuant to this Policy, we shall be subrogated to any insured's rights of recovery against any person, entity or organization. The insured shall CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 15 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 execute and deliver instruments and papers and do whatever is necessary to secure and perfect such rights. No insured shall do anything to prejudice such rights. Any recovery obtained as a result of subrogation, after such expenses incurred in the subrogation proceedings are deducted by us, shall accrue first to the insured to the extent of any payments in excess of the Limit of Liability; then us to the extent of any payments made under this Policy; and then to the insured to the extent of its Deductible. However, if the insured has waived rights of recovery against any person, entity or organization prior to a claim or loss, we waive any right to recovery we may have under the Policy against such person, entity or organization. 18.Voluntary Payments The insured shall not settle any claim or suit or, with the exception of emergency expenses, make any voluntary payments without our prior written consent. If we recommend a settlement, the insured shall have the opportunity to consent to it, such consent not to be unreasonably withheld or delayed. If we recommend a settlement that is acceptable to a claimant for a total amount in excess of the applicable Deductible and within the applicable Limits of Liability and the insured refuses to consent to such settlement, then our liability for loss shall be limited to that portion of the recommended settlement, and the legal defense costs incurred as of the date of the insured's refusal, which exceeds the Deductible and falls within the applicable Limit of Liability. IX. DEFINITIONS 1.Auto means: a.a land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law in the state where it is licensed or principally garaged. 2.Bodily injurymeans the following injury(ies) sustained by any person, including, if applicable, death resulting therefrom: a.physical injury, sickness, disease, or illness, including the cost of medical monitoring if resulting from any of the foregoing; and mental anguish, emotional distress, or shock. 3.Cargo means your goods, products or wastes, or any goods, products or wastes for which you are legally liable. 4.Claim means a written notice, demand or assertion of a legal right alleging liability or responsibility on the part of an insured for loss, and includes a suit. 5.Cleanup costs means reasonable and necessary expenses, including restoration costs, incurred with our prior written consent which shall not be unreasonably withheld or delayed, to investigate, remove, treat, remediate, neutralize or immobilize a pollution condition, including associated monitoring or disposal costs, to the extent: a.required by environmental laws or if no applicable laws exist, to the extent recommended in writing by an environmental professional; or CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 16 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 b.actually incurred by the government or any political subdivision of the United States of America or any state thereof, or by third parties. 6.Completed operations means your work that has been completed and not abandoned. Your work will be deemed completed at the earliest of the following times: a.when all of your work called for in your contract has been completed; b.when all of the work to be done at the job site has been completed if your contract calls for your work at more than one job site; or c.when that part of your work done at a job sitehas been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. 7.Conveyance means any auto, railcar, train, watercraft or aircraft, provided the person or entity transporting the goods, products or waste is both in the business of and is properly licensed to transport the materials being moved. Conveyance does not include pipelines. 8.Coverage territory means anywhere in the world, with the exception of any country in which this insurance would be in violation of the laws of the United States as set forth in Section VIII. CONDITIONS, paragraph 10. Economic and Trade Sanctions, provided that the insured's responsibility to pay any damages is determined in a suit on the merits in the United States of America, its territories and possessions, Puerto Rico or Canada, or in a settlement we agree to in writing. 9.Crisis management consultantmeans a professional firm or consultant that provides crisis management services and has been approved in writing by us, the approval for which shall not be unreasonably withheld. 10.Crisis management costs mean those reasonable and necessary fees and expenses: a.incurred by you within ninety (90) days after the crisis management event is discovered by you, or thereafter as approved by us in writing; and b.for services provided to you by a crisis management consultantfor the sole purpose of assisting you with: CPL001-0615 (1)managing the media in direct response to a crisis management event to which this insurance applies; or (2)minimizing the economic harm to you caused by a crisis management event to which this insurance applies by consulting with you with respect to maintaining and restoring your company's public image or reputation. The insured must take reasonable steps to minimize crisis management costs. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 117 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 11.Crisis management event means the public announcement or accusation by a third party that a pollution conditionfor which you are alleged to be legally responsible, has caused: a.bodily injury involving multiple third parties; or b.property damage, but only to the extent resulting in actual physical damage or environmental damage to multiple real properties or residential or office units within a building, owned by third parties; provided, that one of your executive officers has proffered, in our sole discretion, a good faith opinion that the public announcement or accusation has caused or is reasonably likely to cause economic harm to, or a material adverse effect on, your company's image or goodwill. 12.Emergency expenses means reasonable and necessary expenses incurred within the first ninety-six (96) hours of discovery of a pollution condition to abate or respond to an imminent and substantial threat to human health or the environment resulting from such pollution condition. 13.Employee includes a leased worker. Employee does not include a temporary worker. 14.Environmental damage means (i) physical damage to biota, soil, groundwater, surface water or the atmosphere caused by a pollution condition, or (ii) the presence of microbial matter; in either case giving rise to cleanup costs or emergency expenses. Environmental damage does not include property damage. 15.Environmental laws means any federal, state, provincial, commonwealth, municipal or other local law, statute, directive, ordinance, rule, guidance document, regulation, and all amendments thereto, including voluntary cleanup or risk-based corrective action guidance, governing the liability or responsibilities of the insured with respect to a pollution condition. 16.Environmental professional means an individual designated by us or by you with our prior written consent who is currently certified or licensed in a recognized field of applicable environmental science as required by a state board or professional association and who maintains errors and omissions coverage acceptable to us. 17.Executive officermeans a person holding any of the officer positions created by the insured in its charter, constitution, by-laws or any other similar governing document. 18.First named insured means the first person or entity identified in Item 1 of the Declarations. 19.Illicit abandonment means the intentional placement, abandonment or disposal on, or into a job site by a person or entity that: a.is not an insured; b.is not affiliated by common ownership with an insured; and c.has never maintained an ownership or operational interest in the job site. 20.Inception date means the first date set forth in Item 2 of the Declarations. CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 18 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 21.Insured contract means: a.(1) A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an insured contract; (2)A sidetrack agreement; (3)An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; (4)An elevator maintenance agreement; (S)That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for bodily injury, property damage or environmental damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph (5) does not include that part of any contract or agreement: (a)That indemnifies an architect, engineer, or surveyor, his agents or employees, for injury or damage arising out of preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs, or specifications; or giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage. (b)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (a) above and supervisory, inspection, architectural or engineering activities. b. A written contract or agreement listed on a Schedule of Insured Contracts endorsement to this Policy. 22.Job site means a location where you perform your work other than any: a.waste disposal facility; or b.location owned, operated, leased, rented, or managed by an insured, or any subsidiary or affiliate of an insured, at any time. However, paragraph b. above does not apply to a location rented or leased for a short time in support of a project. Job site also includes a location where you temporarily store materials, parts or equipment used in your workfor a period of not more than ten (10) days. 23.Leased worker means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. Leased worker does not include a temporary worker. CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 19 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 24.Legal defense costsmeans: a.reasonable and necessary costs, charges and expenses including expert charges, incurred in the investigation of a pollution condition or claim, or the adjustment, defense or settlement of any claim or suit; b.all reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or suit, including actual loss of earnings up to $750 a day because of time off from work; c.all court costs taxed against the insured in the suit; however, these payments do not include attorneys' fees or attorneys' expenses or sanctions taxed to, awarded against or imposed upon the insured; d.prejudgment interest awarded against the insured on that part of the judgment we pay; if we make an offer to pay the applicable Limit of Liability, we will not pay any prejudgment interest based on that period of time after the offer; e.all interest on the full amount of any judgment within the applicable Limit of Liability that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable Limit of Liability; and f.reasonable and necessary costs, charges and expenses including expert charges, incurred with our prior written consent, in representing the insured in an action brought by a regulatory agency with jurisdiction over environmental laws. 25.Loading or unloading means the handling of property: a.after it is moved from the place where it is accepted for movement into or onto a conveyance; b.while it is in or on a conveyance; or c.while it is being moved from a conveyance to the place where it is finally delivered. Loading or unloading does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the conveyance. 26.Location means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. 27.Loss means: a.monetary awards or settlements of compensatory damages; b.(1 )civil fines, civil penalties and civil assessments for bodily injury, property damage or environmental damage; and CPL001-0615 (2)where insurable by law, punitive, exemplary or the multiplied portion of multiplied damages; Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 20 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 c.solely with respect to Coverage A, emergency expenses; and d.solely with respect to Coverage B, crisis management costs. 28.Low-level radioactive waste means wastethat is radioactive but is not spent nuclear fuel, byproduct material (as defined in 10 C.F.R. § 20.1003), uranium mill tailings, transuranic radioactive waste, or classified as high-level radioactive waste by the U.S. Nuclear Regulatory Commission. 29.Microbial matter means mold, fungus or legionella on or within any building or structure whether or not the substance is living. 30.Mixed waste means waste containing some levels of both low-level radioactive waste and hazardous waste as defined in the Resource Conservation and Recovery Act, as amended. 31.Natural resource damage means injury to, destruction of, or loss of value of, fish, wildlife, biota, land, air, water, groundwater, drinking water supplies, and other such resources belonging to, managed by, held in trust by, appertaining to, or otherwise controlled by the United States of America (including the resources of the fishery conservation zone established by the Magnuson-Stevens Fishery Conservation and Management Act (16 U.S.C § 1801 et. seq.)), any state or local government, or foreign government, or any Native American Tribe, or, if such resources are subject to a trust restriction on alienation, any members of any Native American Tribe, including the reasonable costs of assessing such injury, destruction or lossresulting therefrom. 32.Our affiliatemeans any parent, subsidiary, affiliate, division, related company, holding company, merged company, acquired company, predecessor-in-interest or successor-in interest of the Company, listed in the Declarations, issuing this Policy. 33.Policy period means the period set forth in Item 2 of the Declarations or any shorter period resulting from cancellation of this Policy. 34.Pollutant means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, toxic or hazardous substances, electromagnetic fields, chemicals, waste, and microbial matter. 35.Pollution condition means: a.the discharge, dispersal, release, or escape; or b.illicit abandonment; of any pollutant into or upon land or any structure on land, the atmosphere, or any watercourse or body of water, including groundwater, in concentrations or at levels in excess of those naturally present in the environment. 36.Property damage means: a.physical injury to or destruction of tangible property owned by third parties, including all resulting loss of use and diminution in value of such property; b.loss of use of tangible property owned by third parties that has not been physically injured or destroyed; or CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 121 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 c.natural resource damage. Property damage does not include environmental damage, cleanup costs or emergency expenses. Electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 37.Responsible insured means your executive officers, managers and supervisors of your work at job sites, your corporate risk manager, and your managers and supervisors responsible for environmental affairs, control or compliance. 38.Restoration costs mean reasonable and necessary costs, charges and expenses, incurred with our prior written consent which shall not be unreasonably withheld or delayed, required to restore, repair, replace or rebuild real or personal property to substantially its condition immediately prior to damage that resulted from cleanup costs. Restoration costs, however, shall not exceed the lesser of: (i) such costs, charges and expenses incurred to restore, repair, replace or rebuild the property, or (ii) the actual cash value of the property, immediately prior to incurring cleanup costs. Restoration costs do not include costs, charges or expenses for improvements or betterments. 39.Suit means a civil proceeding in which damages because of bodily injury, property damage or environmental damage to which this insurance applies are alleged. Suitincludes an arbitration proceeding or any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured must submit or does submit with our written consent. 40.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. 41.Transportation means the movement by conveyance by the insured, or on behalf of the insured by a properly licensed third-party carrier, of goods, products or wastes, and includes any loading or unloading of such goods, products or waste. Transportation also includes the delivery of a liquid product or waste into the wrong receptacle, or to the wrong address, or the mistaken delivery of one liquid product or waste for another. 42.Volunteer worker means a person who is not your employee, and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 43.Waste means materials to be disposed, recycled, reconditioned or reclaimed. Waste includes medical, infectious and pathological waste, and radioactive waste but only if it qualifies as low-level radioactive waste or mixed waste. 44.Waste disposal facility means any location where your waste is sent for treatment, storage, processing, recycling or disposal, provided the location is not and never was CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 122 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060 CSPUC4203927 Eff 01-01-21 to 01-01-22 owned, operated or leased by you or your parent, subsidiary or affiliate, and provided such location: a.is listed in a Schedule of Waste Disposal Facilities endorsement attached to this Policy; or b.as of the date any waste or materials are delivered by you or on your behalf, meets all of the following criteria: (1)It is properly licensed, as applicable, by state, federal, municipal or provincial authority to conduct waste treatment, storage, processing, recycling or disposal; and (2)It is not listed, or proposed to be listed, on the U.S. Environmental Protection Agency's (EPA) Final National Priorities List (NPL), or on the Superfund or Comprehensive Environmental Response, Compensation, and Liability Information System (CERCLIS) database, or any state or provincial equivalent to the federal NPL, Superfund or CERCLIS database. 45.Your product means: a.Goods or products, other than real property, manufactured, sold, handled, distributed, altered or repaired by you or others trading under your name; or b.Containers (other than a conveyance), materials, parts or equipment furnished in connection with such goods or products. Your product includes: a.Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of your product; and b.The providing of or failure to provide warnings or instructions. 46.Your work means: a.(i) Work or operations performed by you or on your behalf for a third party at a job site, including completed operations; (ii)Materials, parts or equipment furnished in connection with (i) above; (iii)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use with respect to (i) and (ii) above; and (iv)The providing of or failure to provide warning or instructions with respect to (i) and (ii)above; b.Transportation; and c.Your use of a waste disposal facility. CPL001-0615 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page I 23 DocuSign Envelope ID: 26C9F3FE-D771-4661-A786-E25B84B42060