Verity Master Agreement _02062023_12112024 1
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VERITY
MASTER AGREEMENT
This Master Agreement (“Agreement”), entered into effective as of October 1, 2024 (“the Effective Date”) by and between Hart InterCivic, Inc., a Texas corporation (“Hart”) and the Customer set forth below (”Customer”), sets forth the terms and conditions pursuant to which Customer may procure from Hart certain hardware (“Hardware”), software (“Software”) licenses and support services (“Software Support Services”), warranty services (“Warranty Services”), and/or design, engineering, software development, project management, operational training, election event support, and/or other services (“Professional Services”), from time to time. Hardware and Software may be referred to as “Products” and Warranty Services, Software Support Services and/or Professional Services may be referred to as “Services.” Products may be “Hart Hardware,” and “Hart Proprietary Software,” (i.e. “Hart Products”) or “Third Party Hardware” and “Sublicensed Software” (i.e. “Third Party Products”). The foregoing may be referred to together as the “Verity system.”
This Agreement supersedes the Master Agreement between Hart and the Customer dated September 6, 2022 (“2022 Master Agreement”), which the parties acknowledge has expired. Any ongoing License and Support Subscriptions, including associated Annual Fees under the 2022 Master Agreement are hereby attached to incorporated into this Agreement and shall be governed by its terms as of the Effective Date.
Hart agrees to sell or provide to Customer Products and Services according to this Agreement, which includes all Schedules, Attachments and Exhibits. Customer agrees to all terms and conditions of this Agreement. Pricing and other material terms of Customer’s initial commitment are as set forth in the Schedule A or Customer Signed Quote attached hereto as Exhibit A. This Agreement and Hart’s quotations issued hereunder together comprise the complete and exclusive Agreement for the sale of the Products and the provision of the Services. No other terms and conditions sent by Customer shall apply, including any terms or conditions contained in any purchase order, request for quote (RFQ), request for proposal (RFP), communication or other operational form that is in addition to or different than the terms and conditions of this Agreement. Any of Customer’s terms and conditions that are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by an officer of Hart. Customer acknowledges it has read and understands this Agreement (including all Schedules, Attachments and Exhibits) and is entering into this Agreement only on the basis of the terms set forth in this Agreement (including all Schedules, Attachments and Exhibits).
Agreed and Accepted:
Customer Hart
Jurisdiction: City of Redondo Beach
Name City of Redondo Beach Hart InterCivic, Inc.
Address: 415 Diamond Street PO Box 80649
Redondo Beach, CA 90277 Austin, Texas 78708-0649
Attn: Eleanor Manzano, City Clerk Attn.: Julie Mathis, CEO
Phone: (310) 318-0656 800-223-4278
Facsimile: (310) 697-3182 800-831-1485
E-mail: [email protected] [email protected]
Executed By:_______________________ __________________________ Name: James A. Light Julie Mathis
Title: Mayor President & CEO
This Agreement is not effective until executed by both parties. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement.
ATTEST:
______________________________
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:
______________________________
Michael W. Webb, City Attorney
Diane Strickfaden,
Risk Manager
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1. ORDERING
Customer may request quotations for Products or Services from time to time. The existence of this Agreement does not obligate Customer to request a quotation or purchase any Products or Services from Hart. Any Customer request for quotation must include the following information: (i) description of requested Product or Services; (ii) unit quantity and/or desired term; (iii) Hart’s part number and/or vendor part number, if applicable; (iv) current unit price as provided by Hart, if applicable; (v) correct shipping address, if applicable; and (vi) any other order information required by Hart. Each request for quotation shall identify the address of the shipping destination, if applicable. Customer may only make a request for quotation via facsimile and other Hart approved electronic ordering methods, including email. All quotations are valid for only 30 days unless specifically stated on the front of the quotation. If the quotation is signed by Customer within thirty (30) days, Hart will provide notice of its acceptance via countersignature within fifteen (15) days of the date on which it receives Customer’s signature on the Hart quotation. Failure to provide such written acceptance shall be deemed Hart’s rejection of the order. Hart reserves the right to accept or reject any order initiated by Customer in Hart’s discretion. Only signed quotations will obligate the parties to the terms of such quotations and this Agreement with respect to the applicable Products and/or Services. Each accepted quotation shall be subject to the terms and conditions of this Agreement.
2. PRICING
2.1. Products. Prices for Products shall be specified by Hart in the relevant quotation or proposal and are subject to change without notice, including Prices for backordered Products, however, Prices in quotations or other agreements signed by both Parties are not subject to change. All prices are exclusive of shipping and packing costs, and insurance.
2.2. Annual License and Support Fee.
The “Annual Fee” is the combined fee for licensing (in the case of Hart Proprietary Software), sublicensing (in the case of Sublicensed Software, if any), and support (a “License and Support Subscription”), including those originally ordered under the 2022 Master Agreement. These fees shall be specified in Exhibit A and incorporated into this Agreement, with subsequent annual renewals and adjustments governed by the term of this Agreement. Pricing for the initial Annual Fee is the amount specified as the “Initial Annual Fee” on Exhibit A. Pricing for subsequently ordered License and Support Subscriptions shall be specified on the applicable quotation, and unless otherwise specified, shall be pro-rated so as to be coterminus with the initially-ordered License and Support Subscriptions. Hart may adjust the amount of the Annual Fee for renewal License and Support Subscription terms by notifying Customer of any price changes with the invoice in which the adjustment is made. Any adjustment to the Annual Fee shall not exceed six percent (6%) of the previous Annual Fee for the same quantity of License and Support Subscriptions. In the event additional quantities are ordered, any fee adjustment for those additional items shall also be capped at six percent (6%) of the prior Annual Fee for the corresponding items. Unless adjusted by Hart, each renewal Annual Fee will be the same as the Annual Fee for the renewing License and Support Subscription.
2.3. Other Services. Pricing for other Services shall be set forth in the applicable quotation, or if not specified, at Hart’s then-current hourly rates.
2.4. Additional Charges. Additional charges may apply to Services e.g., travel, communication and other expenses. There will be an additional charge at Hart’s current technician’s rate per hour for any technical work required as a result of other than Hartrecommended equipment purchased by the Customer for use with the Products. Any other additional charges must be mutually agreed to by Hart and Customer and documented in an amendment to this Agreement.
2.5. Taxes. All prices are exclusive of applicable taxes. All taxes shall be payable by Customer, unless Customer presents Hart with a proper certificate of exemption from such tax. If Customer challenges the applicability of any such tax, Customer shall pay the tax and may thereafter seek a refund. In the event Hart is required to pay any tax at time of sale or thereafter, Customer shall promptly reimburse Hart therefore.
3. PAYMENT
3.1. Products. Except as otherwise provided in Hart’s quotation, amounts due for Products shall be billed upon shipment and shall be paid in full within thirty (30) days after delivery and Customer’s receipt of the invoice.
3.2. Annual Fee. The Annual Fee for the initial License and Support Subscription is due within thirty (30) days of Customer’s receipt of the invoice. At least sixty (60) days prior to the annual anniversary of the Agreement’s commencement date, Hart shall provide the invoice to the Customer who shall remit payment within thirty (30) days of its receipt. This Annual Fee includes all License and Support Subscription fees for products and services previously ordered under the 2022 Master Agreement, which shall continue to be due annually under this Agreement. Annual Fees for subsequently ordered License and Support Subscriptions, if any, shall be due within thirty (30) days of Customer’s receipt of the invoice following acceptance of order. Unless specified on the applicable quotation, the corresponding Annual Fees for renewals thereof shall be due annually with the renewal of the initially-ordered License and Support Subscription (i.e. shall be pro-rated and become co-terminus). If Customer fails to timely pay an Annual Fee, all Software licenses and Software Support Services will automatically terminate.
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3.3. Other Services. Amounts due for other Services shall be billed upon the earlier to occur of one or more of the following: first election in which the Professional Services are used; receipt of Services acceptance; not later than sixty (60) days after the date of Customer’s first election in which any portion of the Hardware and/or Software is used, and shall be due within thirty (30) days of receipt of invoice.
3.4. Payment Mechanics. Customer will pay all amounts due under this Agreement in U.S. Dollars. All payments are to be made to Hart at its principal office in Austin, Texas, as set forth on the signature page or to such other location as may be designated by Hart in a notice to Customer. Hart reserves the right to require C.O.D. payment, a letter of credit, or other security for payment if it determines that such terms are required to assure payment. Customer shall promptly notify Hart in writing of any change to Customer’s name, address, or billing information.
3.5. Late Fees. Hart may impose interest at the lower of: (1) one and one-half percent (1½%) per month, or (2) the highest rate of interest then permitted by applicable law for balances more than sixty (60) days past the due date as stipulated in Sections 3.1 and 3.2, compounded monthly and rounded to the next highest whole month. Customer also agrees to pay or reimburse all fees and expenses reasonably incurred by Hart in collecting any amounts due under this Agreement, including, but not limited to, all attorneys’ fees associated therewith. Hart shall have the right, in addition to any and all other rights and remedies available at law or in equity, to delay or cancel any deliveries, to reduce or cancel any or all quantity discounts extended to Customer, and/or to suspend the provision of Services if Customer is in default of payments or any other material term of this Agreement.
3.6. Billing Disputes. If any dispute exists between the parties concerning the amount due or due date of any payment, Customer shall promptly pay the undisputed portion. Such payment will not constitute a waiver by Customer or Hart of any of their respective legal rights and remedies against each other. Customer has no right of set-off.
4. HARDWARE SPECIFIC TERMS
4.1. Delivery. Hart will provide estimated shipment dates upon acceptance of Customer’s signed quotation. Shipment dates on Hart quotations are approximate only and Hart will not be subject to liability for late or delayed shipment. In the event Customer is unable to receive the Hardware Products at the time of delivery Hart, at its sole option and convenience, may deliver such products to storage at any suitable location including Hart’s facilities. All costs incurred by Hart for the transportation, storage, and insurance of such Hardware Products shall be borne by Customer.
4.2. Hart Voting System Equipment Pick-Up. If Customer has legacy Hart Voting System (HVS) equipment, Hart will pick up and salvage all HVS voting devices, computers, and peripherals at no cost to Customer. Customer may retain databases and reports stored on such equipment solely to comply with record retention policies. Customer may retain minimal necessary computers and copies of legacy software for access to records retention databases. Customer agrees to remove all HVS software from all retained computers at the close of the records retention period. Upon request, Customer will provide Hart with written certification that such software has been deleted.
4.3. Acceptance. Customer shall examine all Hardware Products promptly upon receipt thereof. Within ten (10) business days of such receipt, Customer shall notify Hart in writing of any manner in which Customer claims that the Hardware Products fail to conform to their applicable specification, or as to any claimed shortages, or shipments errors. If no written notification is received by Hart within such period, the Hardware Products delivered hereunder shall be deemed accepted by Customer (“Hardware Acceptance”). Hardware Product will be deemed conforming if it meets Hart’s published specification for such Product, and any specifications identified on the applicable quotation. Upon Customer’s Acceptance, any defects in material or workmanship shall be addressed pursuant to the warranty in Section 9 below.
4.4. Installation.
A Hart representative may install the Hardware Products at the Customer’s site on a mutually agreed upon date during Hart’s normal working hours, within ten (10) business days of delivery, or as soon as is practicable for both parties. Billing will occur on the date the Hardware is shipped to the Customer’s site, per Section 3.1 If additional labor and rigging or Customer-specified customization is required for installation due to Customer’s special site requirements, Customer will pay those costs including costs to meet union or local law requirements.
4.5. Title and Transportation. Hardware Products are shipped Ex Works (Incoterms 2020) from Hart’s designated shipping point. Title transfer and transfer of risk of loss or damage shall be deemed to occur upon Hart making such Hardware Products available to the carrier at Hart’s designated shipping point. Hart reserves the right to select the method and routing of transportation and the right to make delivery in installments unless otherwise specified at the time of quotation acceptance by Hart but in no event will the carrier be deemed the agent of Hart. Notwithstanding the foregoing, if customer chooses a financing option offered by Hart, then title to hardware will pass to Customer according to the terms of the finance agreement.
4.6. Rescheduling and Cancellation. Except in the event of unreasonable delays beyond the quoted delivery dates or an uncured default of a material term of this Agreement by Hart, Customer shall not have the right to change, cancel, or reschedule an accepted quotation in whole or in part without the prior consent of Hart. In the event Customer requests a rescheduling of any Hardware Product and such request is accepted by Hart, Customer agrees to promptly pay Hart’s standard reschedule charge. Hart may not cancel a quotation after it has accepted Customer’s signed submission thereof. Customer may not cancel an order after Verity Master Agreement _02062023_12112024 4
submission to Hart of a signed quotation. Any cancellations following such times will be at the non-cancelling party’s sole discretion and upon terms dictated by the non-cancelling party.
5. SOFTWARE SPECIFIC TERMS
5.1. License. Subject to the terms and conditions of this Agreement and for so long as Customer has a current License and Support Subscription in effect, Hart grants to Customer (i) a personal, nonexclusive, nontransferable, and limited license to use the Hart Proprietary Software (which includes Firmware, meaning the Hart Proprietary Software embedded in any Verity system device that allows execution of the software functions) and (ii) a personal, nonexclusive, nontransferable, and limited sublicense to use the Sublicensed Software, if applicable. With this right to use, Hart will provide Customer, and Customer will be permitted to use, only the run-time executable code and associated support files of the Software for Customer’s internal data processing requirements as part of the Verity system. The Software may be used only at the Licensed Location specified as the jurisdiction on the signature page of this Agreement and only on the hardware or other computer systems authorized by Hart in writing. Customer’s use of the Software will be limited to the number of licenses specified in the applicable quotation. Only Customer and its authorized employees, agents or contractors may use or access the Software. For applicable components, Voters are also authorized to interact with the Software, in a manner consistent with user instructions, for the sole purpose of producing a Cast Vote Record during the course of an election. To the extent Hart Proprietary Software contains embedded third party software, third party licenses may apply. More information concerning embedded third party software can be found in the application’s “Help->About” and is available upon written request. Such embedded third party software is distinguished from “Sublicensed Software” which is stand-alone software not part of Hart Proprietary Software that may be included under this Agreement. See Exhibit D for a listing of Hart Proprietary Software and Sublicensed Software.
5.2. Records and Audit. Customer shall keep clear, complete and accurate books of account and records with respect to the usage of Software and access to the Software licensed hereunder, including without limitation with respect to access thereto. Licensee shall retain such books and records for a period of five (5) years from the date of cessation of any such usage, notwithstanding any expiration or termination of this Agreement. Customer agrees that during the term of this Agreement and such period, Hart, the licensors of any Sublicensed Software, and their representatives may periodically inspect, conduct, and/or direct an independent accounting firm to conduct an audit, at mutually agreed-upon times during normal business hours, of the computer site, computer systems, and appropriate records of Customer to verify Customer’s compliance with the terms of the licenses and sublicenses granted to Customer. If any such examination discloses unauthorized usage, then Customer, in addition to paying such payment then due and without limiting Hart’s remedies, shall pay the reasonable fees for the audit.
5.3. Restrictions.
5.3.1. The Hart Hardware and Hart Proprietary Software are designed to be used only with each other and/or the agreed-upon Sublicensed Software (if any) and Third Party Hardware. To protect the integrity and security of the Verity system, Customer shall comply with the following practices and shall not deviate from them without the express written consent of Hart: (i) Customer shall use the Software and Hardware only in connection with the Verity system, and Customer may only use Hart branded or approved peripherals and consumables with the Verity system.; (ii) Customer shall not install or use other software on or with the Hardware or Software or network the Hardware or Software with any other hardware, software, equipment, or computer systems; and (iii) Customer shall not modify the Hardware or Software. If Customer does not comply with any provisions of this Section 5.3, then (i) the Limited Warranties under Section 9 and the licenses and sublicenses granted under Section 5.1 will automatically terminate; (ii) Hart may terminate its obligation to provide Software Support Services under Section 8; (iii) Hart will have no further installation obligations. Furthermore, if Customer uses the Software and Hardware in combination with other software and equipment (other software or equipment being those not provided by Hart or its designees), and the combination infringes Hart proprietary patent claims outside the scope of the software license granted to Customer under Section 5.1, Hart reserves its rights to enforce its patents with respect to those claims.
5.3.2. Customer shall not, under any circumstances, cause or permit the adaptation, conversion, reverse engineering, disassembly, or de-compilation of any Software. Customer shall not use any Software for application development, modification, or customization purposes, except through Hart.
5.3.3. Customer shall not assign, transfer, sublicense, time-share, or rent the Software or use it for facility management or as a service bureau serving others outside of the jurisdiction. This restriction does not preclude or restrict Customer from contracting for election services for other local governments located within Customer’s jurisdictional boundaries. Customer shall not modify, copy, or duplicate the Software. All use of software and hardware on which the software resides shall take place and be for activities within Customer’s jurisdictional boundaries, except for in cases of joint elections conducted cooperatively with neighboring jurisdictions. All copies of the Software, in whole or in part, must contain all of Hart’s or the third-party licensor’s titles, trademarks, copyright notices, and other restrictive and proprietary notices and legends (including government-restricted rights) as they appear on the copies of the Software provided to Customer. Customer shall notify Hart of the following: (i) the location of all Software and all copies thereof and (ii) any circumstances known to Customer regarding any unauthorized possession or use of the Software.
5.3.4. Customer shall not publish any results of benchmark tests run on any Software.
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5.3.5. The Software is not developed or licensed for use in any nuclear, aviation, mass transit, or medical application or in any other inherently dangerous applications. Customer shall not use the Software in any inherently dangerous application and agrees that Hart and any third-party licensor will not be liable for any claims or damages arising from such use.
6. DOCUMENTATION
Hart will provide Customer with one (1) electronic copy of the standard user-level documentation and operator’s manuals and where applicable, environmental specifications for the Product installed at the Customer’s location before the first election for which the Product will be used, following installation.
7. PROPRIETARY RIGHTS
7.1. Reservation of Rights. Customer acknowledges and agrees that the design of the Products, and any and all related patents, copyrights, trademarks, service marks, trade names, documents, logos, software, microcode, firmware, information, ideas, concepts, know-how, data processing techniques, documentation, diagrams, schematics, equipment architecture, improvements, code, updates, trade secrets and material are the property of Hart and its licensors. Customer agrees that the sale of the Hardware and license of the Software does not, other than as expressly set forth herein, grant to or vest in Customer any right, title, or interest in such proprietary property. All patents, trademarks, copyrights, trade secrets, and other intellectual property rights, whether now owned or acquired by Hart with respect to the Products, are the sole and absolute property of Hart and its licensors. Customer shall not, under any circumstances, cause or permit the adaptation, conversion, reverse engineering, disassembly, or decompilation of any Product(s), or copy, reproduce, modify, sell, license, or otherwise transfer any rights in any proprietary property of Hart. Further Customer shall not remove any trademark, copyright, or other proprietary or restrictive notices contained on any Hart user documentation, operator’s manuals, and environmental specifications, and all copies will contain such notices as are on the original electronic media. Intellectual Properties. All ideas, concepts, know-how, data processing techniques, documentation, diagrams, schematics, firmware, equipment architecture, software, improvements, code, updates, and trade secrets developed by Hart personnel (alone or jointly with others, including Customer) in connection with Confidential Information, Verity system, and Hart Proprietary Software will be the exclusive property of Hart.
7.2. Customer Suggestions and Recommendations. Customer may propose, suggest, or recommend changes to the Products at any time. Such proposals, suggestions, or recommendations will become Hart’s property and are hereby assigned to Hart. Hart may include any such proposals, suggestions, or recommendations, solely at Hart’s option, in subsequent periodic Product updates, without restriction or obligation. Hart is under no obligation to change, alter, or otherwise revise the Products according to Customer’s proposals, suggestions, or recommendations.
7.3. License Back If Customer possesses or comes to possess a licensable or sub-licensable interest in any issued patent with claims that read upon the Verity system, its method of operation, or any component thereof, Customer hereby grants and promises to grant a perpetual, irrevocable, royalty-free, paid-up license, with right to sublicense, of such interest to Hart permitting Hart to make, have made, use, and sell materials or services within the scope of the patent claims.
8. SOFTWARE SUPPORT SERVICES
8.1. Description of Software Support Services. Subject to the terms and conditions of this Agreement and for so long as Customer has the requisite number of License and Support Subscriptions in effect, Hart will provide Customer the Software Support Services described below. Software Support Services under this Section do not cover any of the exclusions from warranty and support coverage as described under Section 9. If Hart, in its discretion, provides Software Support Services in addition to the services described under this Section, Customer will pay Hart for such services on a time-and-materials basis at Hart’s then-prevailing rates, plus expenses, and for replacements at Hart’s list prices, unless otherwise agreed in writing by Hart and Customer.
8.1.1. Software Support Services. Software Support Services will consist of assisting the Customer in the use of software for purposes of election administration, including functions related to pre-election and post-election testing and general operation of the Verity system. Assistance is available via phone and email through the Hart Customer Support Center. See Exhibit B for Hart Customer Support contact information and hours.
Software Support Services may consist of periodic updates to Hart Proprietary Software, at Hart’s discretion. Because not all errors or defects can or need to be corrected, Hart does not warrant that all errors or defects will be corrected. Software errors or defects must be reported in writing and be accompanied with sufficient detail to enable Hart staff to reproduce the error and provide a remedy or suitable corrective action. The exclusions from warranty coverage under Section 9.5 also are exclusions from Software Support Services under this Section. There may be consumable, shipping and on-site service charges for update releases of software and there may be feature charges for update or enhancement releases of software.
9. WARRANTY AND EXTENDED WARRANTY
9.1. Certification. Where applicable, Verity system components that require certification will meet the certification requirements in place on the effective date of the Master Agreement.
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9.2. Hart Hardware Limited Warranty. Hart warrants that during the warranty period, the Hart Hardware purchased by Customer will be free from defects in materials and workmanship and will substantially conform to the performance specifications stated in the Verity Operator’s Manuals for the Hart Hardware applicable at the time of the installation of the Hardware. The warranty period for new Hart Hardware (other than Consumables) is one (1) year, beginning ten (10) days after the shipping date. The warranty period for used and/or refurbished hardware is ninety (90) days, beginning ten (10) days after the shipping date. Consumables are warranted only to be free from manufacturing defects for a period ninety (90) days, beginning ten (10) days after the shipping date.
Hart will, at Hart’s sole discretion, replace or repair any Hart Hardware that does not comply with this warranty, at no additional charge to Customer. To request warranty service, Customer must contact Hart in writing within the warranty period. Hart may elect to conduct any repairs at Customer’s site, Hart’s facility, or any other location specified by Hart. Any replacement Hart Hardware provided to Customer under this warranty may be new or reconditioned. Hart may use new and reconditioned parts in performing warranty repairs and building replacement products. If Hart repairs or replaces Hart Hardware, its warranty period is not extended and will terminate upon the end of the warranty period of the replaced or repaired Hart Hardware. Hart owns all replaced Hart Hardware and all parts removed from repaired products. Customer acknowledges and agrees that this warranty is contingent upon and subject to Customer’s proper use of the Verity system and the Exclusions from Warranty and Software Support Services set forth in Section 9.5. This warranty does not cover any Hart Hardware that has had the original identification marks and/or numbers removed or altered in any manner. This warranty does not include any type of routine maintenance service or preventative maintenance service. This Hardware Limited Warranty may be extended after the initial period under separate Extended Hardware Warranty agreements, subject to the order process contemplated by Section 1. Extended warranties exclude consumable items, including all types of batteries, vDrives and paper (“Consumables”). Renewal of the annual License and Support Subscription does not, in itself, extend the Hardware Limited Warranty. The remedies set forth in this Section are the full extent of Customer’s remedies and Hart’s obligations regarding this warranty. If the Hart Hardware is required to be reconfigured, modified, or otherwise changed after its sale to and installation at the Customer’s location due to the Customer’s or a local, state, or federal government certification change(s) or due to any statutory changes or new requirements, Hart will determine the feasibility and cost of the required changes and advise the Customer of the total amount due for those Hart Hardware changes.
Upon written approval to move forward with the changes and receipt from the Customer of the stated fees, Hart will complete the required changes to the Customer’s Hart Hardware. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY THIRD PARTY HARDWARE.
9.3. Hart Proprietary Software Limited Warranty. Hart warrants that beginning ten (10) days after the shipping of the Hart Proprietary Software and for so long as Customer has the requisite number of License and Support Subscriptions in effect, the Hart Proprietary Software will perform substantially according to the then-current functional specifications described in the applicable software Operators’ Manuals accompanying such Hart Proprietary Software. To request warranty service, Customer must contact Hart in writing within the warranty period. Failure to conform to the warranty must be reported in writing and be accompanied with sufficient detail to enable Hart to reproduce the error and provide a remedy or suitable corrective action (a solution that will allow the software to function appropriately). Hart will make commercially reasonable efforts to remedy or provide a suitable workaround for defects, errors, or malfunctions covered by this warranty that have a significant adverse effect upon operation of the Hart Proprietary Software. Because not all errors or defects can or need to be corrected, Hart does not warrant that all errors or defects will be corrected. Customer acknowledges and agrees that this warranty is contingent upon and subject to Customer’s proper use of the Verity system and the Exclusions from Warranty and Support Coverage set forth in Section 9.5. The remedies set forth in this Section 9.3 are the full extent of Customer’s remedies and Hart’s obligations regarding this warranty. THIS LIMITED WARRANTY DOES NOT APPLY TO ANY SUBLICENSED SOFTWARE.
9.4. Professional Services Warranty. Hart represents and warrants that any Professional Services shall be performed in a professional and workmanlike manner.
9.5. Exclusions from Warranty and Software Support Services. The warranties under this Section and Software Support under Section 8 do not cover defects, errors, or malfunctions that are caused by any external causes, including, but not limited to, any of the following: (a) Customer’s failure to follow operational, support, or storage instructions as set forth in applicable documentation; (b) the use of incompatible media, supplies, parts, or components; (c) modification or alteration of the Verity system, or its components, by Customer or third parties not authorized by Hart; (d) use of equipment or software not supplied or authorized by Hart; (e) external factors (including, without limitation, power failure, surges or electrical damage, fire or water damage, air conditioning failure, humidity control failure, or corrosive atmosphere harmful to electronic circuitry); (f) failure to maintain proper site specifications and environmental conditions; (g) negligence, accidents, abuse, neglect, misuse, or tampering; (h) improper or abnormal use or use under abnormal conditions; (i) use in a manner not authorized by this Agreement or use inconsistent with Hart’s specifications and instructions; (j) use of software on Equipment that is not in good operating condition; (k) acts of Customer, its agents, servants, employees, or any third party; (l) servicing or support not authorized by Hart; (m) Force Majeure; or (n) Consumables, unless expressly set forth in Section 9.2. In any case where Hart Proprietary Software interfaces with third party software, including but not limited to, the Customer’s voter registration system, non-Hart election management system, early voting validation system, non-Hart election systems, absentee envelope management systems, or other like systems, Hart will not be responsible for proper operation of any Software that interfaces with the third party software should such third party software be updated, replaced, modified, or altered in any way. Hart will also not be responsible for the proper operation of any Software running on Customer’s computer equipment, should Customer install a new computer operating system on said equipment without advising Hart of such changes and receiving Hart’s written approval. Hart will not be responsible for the proper operation of any Software should it be configured or operated in any manner contrary than that described herein. Professional Services and associated costs may be required in those situations where the Customer requests Hart’s review and approval of any system changes outside the original system specifications at the time of the original acceptance date of this Agreement. Hart reserves the Verity Master Agreement _02062023_12112024 7
right to charge for repairs on a time-and-materials basis at Hart’s then-prevailing rates, plus expenses, and for replacements at Hart’s list prices caused by these exclusions from warranty and support coverage.
9.6. Third Party Hardware and Sublicensed Software Excluded. HART MAKES NO REPRESENTATIONS OR WARRANTIES AS
TO THIRD PARTY HARDWARE AND SUBLICENSED SOFTWARE, IF ANY, PROVIDED BY HART TO CUSTOMER, ALL OF WHICH IS SOLD, LICENSED, OR SUBLICENSED TO CUSTOMER “AS IS,” OTHER THAN AS MAY BE PROVIDED IN ANY PASS-THROUGH WARRANTY DESCRIBED BELOW. HART HAS NO RESPONSIBILITY OR LIABILITY FOR THIRD PARTY HARDWARE AND SUBLICENSED SOFTWARE, IF ANY, PROVIDED BY HART’S DISTRIBUTORS OR OTHER THIRD PARTIES TO CUSTOMER. If Hart sells, licenses, or sublicenses any Third Party Hardware or Sublicensed Software to Customer, Hart will pass through to Customer, on a nonexclusive basis and without recourse to Hart, any third-party manufacturer’s warranties covering the equipment or software, but only to the extent, if any, permitted by the third-party manufacturer. Customer agrees to look solely to the warranties and remedies, if any, provided by the manufacturer or third-party licensor. For a list of Third Party Hardware, see Exhibit A. For a list of Sublicensed Software, see Exhibit D or the applicable order. The disclaimers in this Section
9.6 are not intended to apply to embedded third party software integrated within the Hart Proprietary Software, contemplated by Section 5.1.
9.7. Limited Remedies. HART’S SOLE RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN PRODUCTS AND SERVICES
IS LIMITED TO REPAIR AND REPLACEMENT AS SET FORTH IN, AND TO THE EXTENT SET FORTH IN, THIS WARRANTY TERMS SECTION.
10. PROFESSIONAL SERVICES
10.1. Professional Services. Subject to the terms and conditions of this Agreement, Hart will provide Customer (i) operational training and on-site support at the first election in which the Products are used, and (ii) the Professional Services described in each Hartaccepted, Customer-signed quotation. Professional Service days cannot be exchanged for Product fees, Annual Fees, or fees for other Services. If the Professional Services in an applicable quotation are not used prior to 60 days after the date of the Customer’s first election in which any portion of the Product is used, Hart’s Professional Services obligations shall expire and unused days will be billed to the Customer without recovery of amounts paid in advance for Professional Services.
11. REPRESENTATIONS AND WARRANTIES
11.1. Due Organization. Each party represents that it is duly organized, validly existing, and in good standing in the jurisdiction of its organization, and that it has the requisite power and authority to execute and deliver this Agreement and to carry out the transactions contemplated by this Agreement.
11.2. Conflicting Agreements. Each party represents and warrants that it has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude it from complying with the provisions hereof.
12. CUSTOMER RESPONSIBILITIES
12.1. Independent Determination. Customer acknowledges it has independently determined that the Products purchased under this Agreement meet its requirements.
12.2. Cooperation. Customer agrees to cooperate with Hart and promptly perform Customer’s responsibilities hereunder. Customer will (a) provide adequate working and storage space for use by Hart personnel near the applicable Hardware; (b) provide Hart full access to the Hardware and Software and sufficient computer time, subject to Customer’s security rules; (c) follow Hart’s procedures for placing hardware warranty or software support service requests and determining if warranty remedial service is required; (d) follow Hart’s instructions for obtaining hardware and software support and warranty services; (e) provide a memory dump and additional data in machine-readable form if requested; (f) reproduce suspected errors or malfunctions in Software; (g) provide timely access to key Customer personnel and timely respond to Hart’s questions; and (h) otherwise cooperate with Hart in its performance under this Agreement.
12.3. Site Preparation. Customer shall prepare and maintain the installation site in accordance with instructions provided by Hart.
Customer is responsible for environmental requirements, electrical interconnections, and modifications to facilities for proper installation, in accordance with Hart’s specifications. Any delays in preparation of the installation site will correspondingly extend Hart’s delivery and installation deadlines.
12.4. Site Maintenance; Proper Storage. Customer shall maintain the appropriate operating environment, in accordance with Hart’s specifications, for the Products and all communications equipment, telephone lines, electric lines, cabling, modems, air conditioning, and all other equipment and utilities necessary for the Products to operate properly. Customer shall properly store the Products when not in use.
12.5. Use. Customer is exclusively responsible for supervising, managing, and controlling its use of the Products, including, but not limited to, establishing operating procedures and audit controls, supervising its employees, making timely data backups, inputting data, ensuring the accuracy and security of data input and data output, monitoring the accuracy of information obtained, and Verity Master Agreement _02062023_12112024 8
managing the use of information and data obtained. Customer will ensure that its personnel are, at all times, educated and trained in the proper use and operation of the Products and that the Hardware and Software are used in accordance with applicable manuals, instructions, and specifications. Customer shall comply with all applicable laws, rules, and regulations with respect to its use of the Products.
12.6. Backups. Customer is solely responsible for timely data backups, and Customer will maintain backup data necessary to replace critical Customer data in the event of loss or damage to data from any cause. Hart is not liable for data loss.
13. TERM AND TERMINATION
13.1. Term.
13.1.1. Of Agreement. Unless earlier terminated as set forth herein, the initial term of this Agreement is one (1) year.
13.1.2. Of License and Support Subscription. Unless earlier terminated as set forth herein, the initial term of the License and Support Subscriptions is one (1) year. Unless otherwise provided in the applicable quotation subsequently ordered License and Support Subscriptions shall be pro-rated so as to be co-terminus with the initially ordered License and Support Subscriptions. Hart acknowledges that Customer has remitted payments covering the period from October 1, 2022 through September 30, 2024 pursuant to the 2022 Master Agreement. Accordingly, Customer will only be responsible for payments for the Annual Fee as specified in Section 2.2, including those Annual Fees pursuant to product and software purchased under the 2022 Master Agreement, which are now continued and governed by the terms of this Agreement for the period from October 1, 2024, through September 30, 2028.
13.1.3 Of Hardware Warranty. Unless earlier terminated as set forth herein, the initial term of new Hardware Warranties is one (1) year.
13.2. Renewals.
13.2.1. Of Agreement. This Agreement shall automatically renew for successive periods of one (1) year following the initial term unless one party notifies the other of its intent not to renew not less than ninety (90) days prior to the end of the then-current term. In no event shall this Agreement renew more than three (3) subsequent one year terms after the expiration of the initial term, unless otherwise agreed to by the parties in an executed amendment.
13.2.2. Of License and Support Subscriptions. Except as otherwise provided in this Agreement, Customer must renew License and Support Subscriptions before their expiration by paying the Annual Fee invoiced by Hart, as provided in Section 2.2, before the anniversary date immediately following the date of invoice. Each renewal License and Support Subscriptions term will be a one (1) year, commencing on the expiration of the prior term and expiring on the immediately following anniversary date.
13.2.3. Hardware Warranties. Hardware warranties may be extended through a separate Extended Hardware Warranty, ordered in accordance with Section 1. Renewal of this Master Agreement and the License and Support Subscription do not, in themselves, extend hardware warranties.
13.3. Termination.
13.3.1. By Hart. This Agreement and/or all then-current License and Support Subscriptions and Professional Services orders shall automatically terminate or expire as set forth herein and may be terminated by Hart if Customer is in breach of a term hereof and fails to cure such breach within thirty (30) days after written notice of such breach has been given.
13.3.2. By Customer. Customer may terminate this Agreement, a Product order, or a License and Support Subscriptions and Professional Services orders issued hereunder if Hart is in breach of a term hereof or thereof, as applicable, and fails to cure such breach within thirty (30) days after written notice of such breach has been given.
13.4. Effect of Expiration and Termination. Any termination under Section 13.3.1 shall operate to terminate this Agreement and any then current License and Support Subscriptions and Professional Services orders. Any termination under Section 13.3.2 of a License and Support Subscription or Professional Services order shall operate only upon such subscription or order, and shall have no effect on this Agreement or other subscriptions or orders then in effect. Sections 3, 5.2-5.3, 7, 9.5-9.7, 12, 13.4, and 14- 18 shall survive any termination or expiration of this Agreement or the applicable License and Support Subscription and/or Professional Services order. All other rights and obligations shall be of no further force or effect.
14. CONFIDENTIALITY
14.1. Definition. “Confidential Information” means any information related to Hart’s business or the Verity system, including but not limited to technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration Verity Master Agreement _02062023_12112024 9
information, marketing, finances, or other business information. Confidential Information includes, without limitation, all Software, the Documentation and support materials, and the terms and conditions of this Agreement.
14.2. Non-Use and Non-Disclosure. Customer will keep in confidence and protect Confidential Information (electronic or hard copy) from disclosure to third parties and restrict its use to uses expressly permitted under this Agreement. Customer shall take all reasonable steps to ensure that the trade secrets and proprietary data contained in the Hardware and Software and the other Confidential Information are not disclosed, copied, duplicated, misappropriated, or used in any manner not expressly permitted by the terms of this Agreement. Customer shall keep the Software and all tapes, diskettes, CDs, and other physical embodiments of them, and all copies thereof, at a secure location and limit access to those employees who must have access to enable Customer to use the Software. Customer acknowledges that unauthorized disclosure of Confidential Information may cause substantial economic loss to Hart or its suppliers and licensors.
14.3. Permitted Disclosures. Notwithstanding the foregoing, Customer may make disclosures if the information (a) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Customer; (b) is rightfully in the Customer’s possession at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the Customer without use of the Hart’s Confidential Information; (d) is rightfully obtained by the Customer from a third party without restriction on use or disclosure; (e) required to be disclosed by the Customer pursuant to law, rule, regulation, subpoena, or court order, including but not limited to the California Public Records Act (CALIFORNIA PUBLIC RECORDS ACT GOVERNMENT CODE SECTION 6250 ET SEQ.); (f) disclosed due to a rule, order, referral, or request, including without limitation any rule, order, referral, or request of Customer’s City Council; or (g) disclosed as part of the Customer’s customary contract approval process.
14.4. Return of Confidential Information. Upon termination or expiration of this Agreement or, if earlier, upon termination of Customer’s permitted access to or possession of Confidential Information, Customer shall return to Hart all copies of the Confidential Information in Customer’s possession (including Confidential Information incorporated in software or writings, electronic and hard copies). Upon termination of Customer’s license or sublicense of Software, Customer shall immediately discontinue all use of the Software and return to Hart or destroy at Hart’s option, the Software, including Firmware (and all related Documentation (electronic and hard copy)) and all archival, backup, and other copies of Software, Firmware and Documentation, and provide certification to Hart of such return or destruction. Return or destruction may include hard drives and/or component flash drive devices.
14.5. Customer Employees, Agents and Contractors. Customer will inform its employees and other agents and contractors of their obligations under this Section 14 and shall be fully responsible for any breach thereof by such personnel.
15. INDEMNIFICATION
15.1. Indemnity. Hart, at its own expense, will defend Customer against any claim that the Hart Hardware or Hart Proprietary Software infringes an issued United States patent, registered United States copyright, or misappropriates trade secrets protected under United States law, and shall indemnify Customer against and pay any costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded against Customer, provided Customer (a) gives Hart prompt written notice of such claims; (b) permits Hart to control the defense and settlement of the claims; and (c) provides all reasonable assistance to Hart in defending or settling the claims.
15.2. Remedies. As to Hart Hardware or Hart Proprietary Software that is subject to a claim of infringement or misappropriation, Hart may (a) obtain the right of continued use of the Hart Hardware or Hart Proprietary Software for Customer or (b) replace or modify the Hart Hardware or Hart Proprietary Software to avoid the claim. If neither alternative is available on commercially reasonable terms, then, at the request of Hart, any applicable Software license and its charges will end, Customer will cease using the applicable Hart Hardware and Hart Proprietary Software, Customer will return to Hart all applicable Hart Hardware and return or destroy all copies of the applicable Hart Proprietary Software, and Customer will certify in writing to Hart that such return or destruction has been completed. Upon return or Hart’s receipt of certification of destruction, Hart will give Customer a credit for the price paid to Hart for the returned or destroyed Hart Hardware and Hart Proprietary Software, less a reasonable offset for use and obsolescence.
15.3. Exclusions. Hart will not defend or indemnify Customer if any claim of infringement or misappropriation (a) is asserted by an affiliate of Customer; (b) results from Customer’s design or alteration of any Hardware or Software; (c) results from use of any Hart Hardware or Hart Proprietary Software in combination with any non-Hart product, except to the extent, if any, that such use in combination is restricted to the Verity system designed by Hart; (d) relates to Sublicensed Software or Third Party Hardware alone; or (e) arises from Customer-specified customization work undertaken by Hart or its designees in response to changes in Hart Proprietary Software or Sublicensed Software that are made in response to Customer specifications.
15.4. EXCLUSIVE REMEDIES. THIS SECTION 15 STATES THE ENTIRE LIABILITY OF HART AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT AND TRADE SECRET MISAPPROPRIATION.
16. DISCLAIMERS AND LIMITATIONS OF LIABILITY
Verity Master Agreement _02062023_12112024 10
16.1. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES APPLICABLE TO THE PRODUCT(S) AND/OR SERVICES SET FORTH IN SECTION 9, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (A) THERE ARE NO
WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE UNDER THIS AGREEMENT, AND (B)
HART DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NONINFRINGEMENT FOR ALL HARDWARE, SOFTWARE, AND SERVICES. CUSTOMER IS SOLELY RESPONSIBLE FOR ASSURING AND MAINTAINING THE BACKUP OF ALL CUSTOMER DATA. UNDER NO CIRCUMSTANCES WILL HART BE LIABLE TO
CUSTOMER OR ANY THIRD PARTY FOR THE LOSS OF OR DAMAGE TO CUSTOMER DATA THE EXPRESS LIMITED
WARRANTIES REFERENED ABOVE EXTEND SOLELY TO CUSTOMER AND DO NOT INCLUDE ANY TYPE OF ROUTINE MAINTENANCE SERVICE OR PREVENTATIVE MAINTENANCE SERVICE. SOME STATES (OR JURISDICTIONS) DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY.
16.2. Limitations of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, HART WILL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) OR FOR LOST DATA SUSTAINED
OR INCURRED IN CONNECTION WITH THE HARDWARE, SOFTWARE, SERVICES, OR THIS AGREEMENT, EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE. IN ADDITION, HART’S TOTAL LIABILITY TO CUSTOMER FOR DAMAGES ARISING
OUT OF OR RELATING TO THE HARDWARE, SOFTWARE, SERVICES, AND THIS AGREEMENT WILL IN NO EVENT
EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO HART UNDER THIS AGREEMENT UNDER THE ORDER FOR THE HARDWARE, SOFTWARE OR SERVICE GIVING RISE TO THE APPLICABLE CLAIM. HART IS NOT LIABLE FOR DAMAGES CAUSED IN ANY PART BY CUSTOMER’S NEGLIGENCE OR INTENTIONAL ACTS OR, EXCEPT AS EXPRESSLY SET FORTH HEREIN, FOR ANY CLAIM AGAINST CUSTOMER OR ANYONE ELSE BY ANY THIRD PARTY. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THE ABOVE EXCLUSIONS AND/OR LIMITATIONS MAY NOT APPLY TO CUSTOMER. THE PARTIES AGREE THAT THE LIABILITY AND WARRANTY
LIMITATIONS SET FORTH IN THIS AGREEMENT ARE A REASONABLE ALLOCATION OF RISK AND LIABILITY CONSIDERING THE RESPECTIVE BENEFITS OBTAINED HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO DAMAGES ARISING FROM HART’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
16.3. Third Party Products, Services and Referrals. In addition to Third Party Products that may be ordered hereunder, Hart may direct Customer to third parties having products or services that may be of interest to Customer for use in conjunction with the Products or Services. Notwithstanding any Hart recommendation, referral, or introduction, Customer will independently investigate and test non-Hart products and services and will have sole responsibility for determining suitability for use of non-Hart products and services. Hart has no liability with respect to claims relating to or arising from use of non-Hart products and services, including, without limitation, claims arising from failure of non-Hart products to provide proper time and date functionality.
17. DISPUTE RESOLUTION
17.1. Disputes and Demands. The parties will attempt to resolve any claim or controversy related to or arising out of this Agreement, whether in contract or in tort (“Dispute”), on a confidential basis according to the following process, which either party may start by delivering to the other party a written notice describing the dispute and the amount involved (“Demand”).
17.2. Negotiation and Mediation. After receipt of a Demand, authorized representatives of the parties will meet at a mutually agreedupon time and place to try to resolve the Dispute by negotiation. If the Dispute remains unresolved after this meeting, either party may start mandatory nonbinding mediation under the commercial mediation rules of the American Arbitration Association (“AAA”) or such other mediation process as is mutually acceptable to the parties.
17.3. Injunctive Relief. Notwithstanding the other provisions of this Section 17, if either party seeks injunctive relief, such relief may be sought in a court of competent jurisdiction without complying with the negotiation and mediation provisions of this Section.
17.4. Time Limit. Neither mediation under this section nor any legal action, regardless of its form, related to or arising out of this Agreement may be brought more than two (2) years after the cause of action first accrued.
18. GENERAL PROVISIONS
18.1. Entire Agreement. This Agreement and the Schedules, Attachments, and Exhibits hereto (including Hart-provided quotations signed by Customer and accepted by Hart) are the entire agreement between the parties with respect to the subject matter contemplated herein, and supersede all prior negotiations and oral agreements with respect thereto. Hart makes no representations or warranties with respect to this Agreement or its Products or Services that are not included herein. The use of preprinted Customer forms, such as purchase orders or acknowledgments, in connection with this Agreement is for convenience only and all preprinted terms and conditions stated thereon are void and of no effect. If any conflict exists between this Agreement and any terms and conditions on a Customer purchase order, acknowledgment, or other Customer preprinted form, the terms and Verity Master Agreement _02062023_12112024 11
conditions of this Agreement will govern and the conflicting terms and conditions in the preprinted form will be void and of no effect.
This Agreement may not be amended or waived except in writing signed by an officer of the party to be bound thereby.
18.2. Interpretation. This Agreement will be construed according to its fair meaning and not for or against either party. Headings are for reference purposes only and are not to be used in construing the Agreement. All words and phrases in this Agreement are to be construed to include the singular or plural number and the masculine, feminine, or neuter gender as the context requires.
18.3. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD
TO ITS CONFLICT OF LAW PROVISIONS, UNLESS CUSTOMER IS A GOVERNMENTAL SUBDIVISION OF ANOTHER STATE, IN WHICH CASE THE LAWS OF THE STATE IN WHICH CUSTOMER IS A GOVERNMENTAL SUBDIVISION WILL CONTROL.
18.4. Severability. Whenever possible, each provision of this Agreement will be interpreted to be effective and valid under applicable law; but if any provision is found to be invalid, illegal, or unenforceable, then such provision or portion thereof will be modified to the extent necessary to render it legal, valid, and enforceable and have the intent and economic effect as close as possible to the invalid, illegal, or unenforceable provision. If it is not possible to modify the provision to render it legal, valid, and enforceable, then the provision will be severed from the rest of the Agreement and ignored. The invalidity, illegality, or unenforceability of any provision will not affect the validity, legality, or enforceability of any other provision of this Agreement, which will remain valid and binding.
18.5. Force Majeure. “Force Majeure” means a delay encountered by a party in the performance of its obligations under this Agreement that is caused by an event beyond the reasonable control of the party, but does not include any delays in the payment of monies due by either party. Without limiting the generality of the foregoing, “Force Majeure” will include, but is not restricted to, the following types of events: acts of God or public enemy; acts of governmental or regulatory authorities (other than, with respect to Customer’s performance, the Customer, and its governing entities); fires, floods, epidemics, or serious accidents; unusually severe weather conditions; failure of third parties to timely provide software, hardware, materials, or labor contemplated herein including by reason of strikes, lockouts, or other labor disputes. If any event constituting Force Majeure occurs, the affected party shall notify the other party in writing, disclosing the estimated length of the delay and the cause of the delay. If a Force Majeure or other such event occurs, the affected party will not be deemed to have violated its obligations under this Agreement, and time for performance of any obligations of that party will be extended by a period of time necessary to overcome the effects of the Force Majeure.
18.6. Compliance with Laws. Customer and Hart shall comply with all federal, state, and local laws in the performance of this Agreement, including those governing use of the Products. Products provided under this Agreement may be subject to U.S. and other government export control regulations. Customer shall not export or re-export any Products.
18.7. Assignment. Hart may assign this Agreement or its interests herein any including the right to receive payments, without Customer’s consent. Customer will be notified in writing if Hart makes an assignment of this Agreement. Customer shall not assign this Agreement or any licenses granted hereunder without the express written consent of Hart, such consent not to be unreasonably withheld.
18.8. Independent Contractors. The parties to the Agreement are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Hart’s employees, agents, and subcontractors will not be entitled to any privileges or benefits of Customer employment. Customer’s employees, agents, and contractors will not be entitled to any privileges or benefits of Hart employment.
18.9. Notices. Any notice required or permitted to be given under this Agreement by one party to the other must be in writing and shall be given and deemed to have been given immediately if delivered in person to the address set forth on the signature page for the party to whom the notice is given, or on the fifth (5th) business day following mailing if placed in the United States Mail, postage prepaid, by registered or certified mail with return receipt requested, addressed to the party at the party’s address set forth on the signature page. Each party may change its address for notice by giving written notice of the change to the other party.
18.10. Trademarks. Verity Election Office™, Verity Voting™, Verity Scan™, Verity Touch™, Verity Controller™, Verity Access™, Verity vDrive™, Verity Touch Writer™, Verity Ballot™, Verity Layout™, Verity Build™, Verity Count™, Verity Relay™, Verity Key™, and Verity Central™, and such other Product names indicated as trademarked names of Hart are trademarks of Hart.
18.11. Attorneys’ Fees. In any court action at law or equity which is brought by one of the parties to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that party may be entitled.
18.12.Equitable Relief. The parties agree that a material breach of the confidentiality provisions of this Agreement or restrictions set forth herein would cause irreparable injury to Hart for which monetary damages alone would not be an adequate remedy, and therefore Hart shall be entitled to equitable relief in addition to any other remedies it may have hereunder or at law, without the requirement of posting bond or proving actual damages.
Verity Master Agreement _02062023_12112024 12
18.13. Government Use. The use, duplication, reproduction, release, modification, disclosure, or transfer of the Products, no matter how received by the United States Government, is restricted in accordance with the terms and conditions contained herein. All other use is prohibited. Further, the Products were developed at Hart’s private expense and are commercial in nature. By using or receiving the Products, the Government user agrees to the terms and conditions contained in this Agreement including the terms and conditions contained in this paragraph.
Verity Master Agreement _02062023_12112024 13
Exhibit A
Schedule A or Customer Quotes for Order
Verity Master Agreement _02062023_12112024 14
Verity Master Agreement _02062023_12112024 15
Verity Master Agreement _02062023_12112024 16
Quote Number Account Name Grand Total
00014322
Redondo Beach, CA
$28,016.68
Item Description Unit Price Quantity Total Price
License and Support -
10/1/25-9/30/26
Annual license and support fee; will be prorated to align with contract $12,542.00 1 $12,542.00
License and Support -
10/1/26-9/30/27
Annual license and support fee; will be prorated to align with contract $13,044.00 1 $13,044.00
Subtotal $25,586.00
Tax $2,430.68
Grand Total $28,016.68
Expiration Date 12/27/2024 Payment Terms Net 30
Taxes will be calculated in conjunction with the Customer based on the final approved price list.
Prepared By Karen Clakeley Phone (916) 673-8764
Title Executive Director, Market Development Email [email protected] General Information
Terms and Conditions
Hart Contact Information
Verity Master Agreement _02062023_12112024 17
Exhibit B
Hart Customer Support Contact Information and Hours
The following contact information is to be used by Customer for submitting Support requests to Hart InterCivic, Inc.:
Customer Support Center 1-866-275-4278 (1-866-ASK-HART) Customer Support Center Fax 1-512-252-6925 or 1-800-831-1485 E-mail Address [email protected]
Hart InterCivic, Inc. Switchboard
Hours of Operation
After Hours
1-800-223-HART (4278)
7AM-6PM Central Time, M-F
Leave Voicemail with contact information for return call (The rest of this page has been intentionally left blank.) Verity Master Agreement _02062023_12112024 18
Exhibit C
Definitions
“Hart” means Hart InterCivic, Inc., a Texas corporation. “Verity Access™” means the audio tactile interface (ATI) controller created by Hart as an add-on component to a Verity Touch™ that facilitates the performance of voting activities by disabled voters, for example, by providing an audio ballot presentation and/or accepting inputs from adaptive switch mechanisms that facilitate interaction with disabled voters, as needed. “Verity Print™” means the devicecreated by Hart for purposes of on-demand ballot printing; this device creates a blank paper ballot from the poll worker’s selection of the voter’s ballot style or precinct on the Verity Print interface. “Verity Controller™” is a polling place management console capable of interacting with one or more Verity Touch™ devices by transmitting and receiving signals that manage an election, e.g., by opening and closing the polls, providing or recording an audit trail of system events during an election, storing cast ballot data, and applying data security and integrity algorithms. “Verity Scan™” means the Verity Scan™ device created by Hart, consisting of an in-person digital ballot imaging device.
The single-feed scanner transports and scans both sides of a ballot simultaneously, and it is securely attached to a ballot box that provides for secure ballot storage and transport.
“Verity Election Office” means Hart InterCivic’s software platform that can accommodate a variety of election administration applications and is designed for interoperability with Verity Voting Hardware and Software. “Verity Touch™” means the Verity Touch™ electronic voting device created by Hart. Verity Touch devices consist of hardware including an electronically configurable voting station that permits a voter to cast votes by direct interaction, which voting station in its present configuration created by Hart comprises an electronically configurable touchscreen liquid crystal display (LCD) panel for use in displaying ballot images, and options for tactile input buttons that facilitate voter options for selecting ballot choices and casting a ballot.
“Verity Touch Writer™” means the devicecreated by Hart for ballot-marking functions. Touch Writer creates a paper marked ballot from the voter’s selections on the electronic interface or the Verity Access ATI controller. "Verity Voting" means Hart InterCivic's family of voting system components designed to conform to federal voting system standards.
(The rest of this page has been intentionally left blank.) Verity Master Agreement _02062023_12112024 19
Exhibit D
HART PROPRIETARY SOFTWARE AND SUBLICENSED SOFTWARE
Hart Proprietary Software Licensed to Customer via annual subscription may include the following. Actual software and firmware licensed is indicated in the quote or response associated with this Agreement:
SOFTWARE/FIRMWARE NAME VERSION NUMBER
Verity Count 3.1.1
Verity Central 3.1.1
Licensed Location is the jurisdiction named on the signature page of this Agreement. Any future releases or updates to the software versions listed above will be documented in Hart Release Notes and Version Verification documents. Such releases and updates shall be considered Hart Proprietary Software licensed under this Agreement.
Software Sublicensed to Customer via annual subscription:
None
(The rest of this page has been intentionally left blank.)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:
PRODUCER
(A/C, No, Ext): PHONE
INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
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.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR WVDADDL
INSD
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. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2016 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
Willis Towers Watson Insurance Services West, Inc.
c/o 26 Century Blvd
P.O. Box 305191
Nashville, TN 372305191 USA
Hart InterCivic, Inc.
3800 Quick Hill Rd
Building 1, Suite 200
Austin, TX 78728
This Voids and Replaces Previously Issued Certificate Dated 07/02/2024 WITH ID: W34209242.
The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Contractor are included as Additional Insureds as respects to General Liability as required by written contract. City of Redondo Beach, CA 415 Diamond Street
Redondo Beach, CA 90277 10/08/2024 1-877-945-7378 1-888-467-2378 [email protected] The Charter Oak Fire Insurance Company 25615 Travelers Indemnity Company of America Travelers Property Casualty Company of Ame 25666 25674 Travelers Casualty and Surety Company 19038 W35552359 A 1,000,000 1,000,000 15,000 1,000,000 2,000,000 2,000,000 Y H-630-7E835167-COF-24 07/01/2024 07/01/2025 B 1,000,000 Y BA-1N671956-24-I3-G 07/01/2024 07/01/2025 C 15,000,000 10,000 CUP-3J959051-24-I3 07/01/2024 07/01/2025 15,000,000 UB-6K578451-24-I3-G D 1,000,000 No 07/01/2024 07/01/2025 1,000,000 1,000,000 SR ID: 26559958 BATCH: 3651679 WTW Certificate Center Page 1 of 2 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:
Hart InterCivic, Inc.
3800 Quick Hill Rd
Building 1, Suite 200
Austin, TX 78728
The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor are included as Additional Insureds as respects to Auto Liability as required by written contract.
General Liability policy shall be Primary and Non-contributory with any other insurance in force for or which may be purchased by the City, its officers, elected and appointed officials, employees, and volunteers. 2 2
Willis Towers Watson Insurance Services West, Inc. See Page 1 See Page 1 See Page 1 See Page 1 25 Certificate of Liability Insurance SR ID: 26559958 BATCH: 3651679 CERT: W35552359
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
XTEND ENDORSEMENT FOR TECHNOLOGY
GENERAL DESCRIPTION OF COVERAGE – This endorsement broadens coverage. However, coverage for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and th ese coverage broadening provisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description only. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what is and is not covered.
A. Non-Owned Watercraft – 75 Feet Long Or Less I. Blanket Additional Insured – Mortgagees, Assignees, Successors Or Receivers B. Who Is An Insured – Unnamed Subsidiaries C. Wh J. Blanket Additional Insured – Governmental o Is An Insured – Employees – Supervisory Positions Entities – Permits Or Authorizations Relating To Premises D. Who Is An Insured – Newly Acquired Or Formed Limited Liabil ity Companies K. Blanket Additional Insured – Governmental Entities – Permits Or Authorizations Relating To E. Who Is An Insured – Liability For Conduct Of Operations Unnamed Partnerships Or Joint Ventures
F L. Medical Payments – Increased Limit . Blanket Additional Insured – Persons Or Organizations For Your Ongoing Operations As M. Blanket Waiver Of Subrogation Required By Written Contract Or Agreement N. Contractual Liability – Railroads G. Blanket Additional Insured – Broad Form Vendors O. Damage To Premises Rented To You H. Blanket Additional Insured – Controlling Interest
PROVISIONS
A NON OWNED WATE CRAFT – 75 FEE L N is responsible for the use of a watercraft . - R T O G OR LESS that you do not own that is:
(1) 75 feet long or less; and 1. The following replaces Paragraph (2) of g., Aircraft, Auto Or Watercraft, (2) Not being used to carry any person or in Paragraph 2. of SECTION I – property for a charge.
COVERAGES – COVERAGE A – BODILY B. WHO IS AN INSURED – UNNAMED
INJURY AND PROPERTY DAMAGE SUBSIDIARIES
LIABILITY: The following is added to SECTION II – WHO IS (2) A watercraft you do not own that is: AN INSURED:
(a) 75 feet long or less; and Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named (b) Not being used to carry any person or Insured in the Declarations is a Named Insured if:
property for a charge;
a. You are the sole owner of, or maintain an
2. The following replaces Paragraph 2.e. of ownership interest of more than 50% in, such SECTION II – WHO IS AN INSURED: subsidiary on the first day of the policy period; and e. Any person or organization that, with your
express or implied consent, either uses or b. Such subsidiary is not an insured under similar other insurance.
CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
Exclusion
COMMERCIAL GENERAL LIABILITY
No such subsidiary is an insured for "bodily injury" organization in writing to us within or "property damage" that occurred, or "personal 180 days after you acquire or form it; and advertising injury" caused by an offense b. Coverage A does not apply to "bodily committed: injury" or "property damage" that occurred
a. Before you maintained an ownership interest before you acquired or formed the of more than 50% i n such subsidiary; or organization; and b. After the date, if any, during the policy period c. Coverage B does not apply to "personal that you no longer maintain an ownership and advertising injury" arising out of an interest of more than 50% in such subsidiary. offense committed before you acquired or formed the organization. For purposes of Paragraph 1. of Section II – Who Is An Insured, each such subsidiary will be For the purposes of Paragraph 1. of Section II deemed to be designated in the Declarations as: – Who Is An Insured, each such organization will be deemed to be designated in the
a. A limited liability company; Declarations as:
b. An organization other than a partnership, joint a. A limited liability company; venture or limited liability company; or b. An organization, other than a partnership, c. A trust; joint venture or limited liability company; as indicated in its name or the documents that or
govern its structure. c. A trust;
C. WHO IS AN INSURED – EMPLOYEES – as indicated in its name or the documents SUPERVISORY POSITIONS that govern its structure.
The following is added to Paragraph 2.a.(1) of E. WHO IS AN INSURED – LIABILITY FOR SECTION II – WHO IS AN INSURED: CONDUCT OF UNNAMED PARTNERSHIPS OR Paragraphs (1)(a), (b) and (c) above do not apply JOINT VENTURES to "bodily injury" to a co-"employee" while in the The following replaces the last paragraph of course of the co-"employee's" employment by you SECTION II – WHO IS AN INSURED:
arising out of work by any of your "employees" No person or organization is an insured with who hold a supervisory position. respect to the conduct of any current or past D. WHO IS AN INSURED – NEWLY ACQUIRED partnership or joint venture that is not shown as a OR FORMED LIMITED LIABILITY COMPANIES Named Insured in the This paragraph does not apply to any such partnership The following replaces Paragraph 3. of SECTION or joint venture that otherwise qualifies as an II – WHO IS AN INSURED: insured under Section II – Who Is An Insured. 3. Any organization you newly acquire or form, F. BLANKET ADDITIONAL INSURED – PERSONS other than a partnership or joint venture, and OR ORGANIZATIONS FOR YOUR ONGOING of which you are the sole owner or in which OPERATIONS AS REQUIRED BY WRITTEN you maintain an ownership interest of more CONTRACT OR AGREEMENT than 50%, will qualify as a Named Insured if there is no other similar insurance available to The following is added to SECTION II – WHO IS that organization. However: AN INSURED:
a. Coverage under this provision is afforded Any person or organization that is not otherwise only: an insured under this Coverage Part and that you
have agreed in a written contract or agreement to (1) Until the 180th day after you acquire include as an additional insured on this Coverage or form the organization or the end of Part is an insured, but only with respect to liability the policy period, whichever is earlier, for "bodily injury" or "property damage" that: if you do not report such organization a. Occurs subsequent to the signing of that in writing to us within 180 days after you acquire or form it; or contract or agreement; and
(2) Until the end of the policy period, b. Is caused, in whole or in part, by your acts or when that date is later than 180 days omissions in the performance of your ongoing after you acquire or form such operations to which that contract or organization, if you report such
Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Declarations.
COMMERCIAL GENERAL LIABILITY
agreement applies or the acts or omissions of performed at such vendor's premises in any person or organization performing such connection with the sale of "your operations on your behalf. products"; or
The limits of insurance provided to such insured (6) "Your products" that, after distribution or will be the minimum limits that you agreed to sale by you, have been labeled or provide in the written contract or agreement, or relabeled or used as a container, part or the limits shown in the Declarations, whichever ingredient of any other thing or substance are less. by or on behalf of such vendor.
G. BLANKET ADDITIONAL INSURED – BROAD Coverage under thi s provision does not apply to:
FORM VENDORS
a. Any person or organization from whom you The following is added to SECTION II – WHO IS have acquired "your products", or any AN INSURED: ingredient, part or container entering into, Any person or organization that is a vendor and accompanying or containing such products; that you have agreed in a written contract or or
agreement to include as an additional insured on b. Any vendor for which coverage as an this Coverage Part is an insured, but only with additional insured specifically is scheduled by respect to liability for "bodily injury" or "property endorsement. damage" that:
H. BLANKET ADDITIONAL INSURED – a. Occurs subsequent to the signing of that CONTROLLING INTEREST contract or agreement; and
1. The following is added to SECTION II – WHO b. Arises out of "your products" that are IS AN INSURED: distributed or sold in the regular course of such v ndor s bus Any person or organization that has financial e ' iness. control of you is an insured with respect to The insurance provided to such vendor is subject liability for "bodily injury", "property damage" to the following provisions:
or "personal and advertising injury" that arises
a. The limits of insurance provided to such out of:
vendor will be the minimum limits that you a. Such financial control; or agreed to provide in the written contract or
agreement, or the limits shown in the b. Such person's or organization's ownership, maintenance or use of
premises leased to or occupied by you. b. The insurance provided to such vendor does no ap The insurance provided to such person or t ply to:
organization does not apply to structural
(1) Any express warranty not authorized by alterations, new construction or demolition you or any distribution or sale for a operations performed by or on behalf of such purpose not authorized by you; person or organization . (2) Any change in "your products" made by 2. The following is added to Paragraph 4. of such vendor; SECTION II – WHO IS AN INSURED:
(3) Repackaging, unless unpacked solely for This paragraph does not apply to any the purpose of inspection, demonstration, premises owner, manager or lessor that has testing, or the substitution of parts under financial control of you. instructions from the manufacturer, and I. BLANKET ADDITIONAL INSURED – then repackaged in the original container; MORTGAGEES, ASSIGNEES, SUCCESSORS (4) Any failure to make such inspections, OR RECEIVERS
adjustments, tests or servicing as The following is added to SECTION II – WHO IS vendors agree to perform or normally AN INSURED: undertake to perform in the regular Any person or organization that is a mortgagee, course of business, in connectio n with the distribution or sale of "your products"; assignee, successor or receiver and that you have agreed in a written contract or agreement to
(5) Demonstration, installation, servicing or include as an additional insured on this Coverage repair operations, except such operations Part is an insured, but only with respect to its CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Declarations, whichever are less.
COMMERCIAL GENERAL LIABILITY
liability as mortgagee, assignee, successor or construction, erection or removal of any of the receiver for "bodily injury", "property damage" or following for which that governmental entity has "personal and advertising injury" that: issued such permit or authorization: advertising signs, awnings, canopies, cellar entrances, coal a. Is "bodily injury" or "property damage" that holes, driveways, manholes, marquees, hoist occurs, or is "personal and advertising injury" away openings, sidewalk vaults, elevators, street caused by an offense that is committed, banners or decorations. subsequent to the signing of that contract or agreement; and K. BLANKET ADDITIONAL INSURED –
GOVERNMENTAL ENTITIES – PERMITS OR b. Arises out of the ownership, maintenance or AUTHORIZATIONS RELATING TO OPER- use of the premises for which that mortgagee, ATIONS assignee, successor or receiver is required under that contract or agreement to be The following is added to SECTION II – WHO IS included as an additional insured on this AN INSURED:
Coverage Part. Any governmental entity that has issued a permit The insurance provided to such mortgagee, or authorization with respect to operations assignee, successor or receiver is subject to the performed by you or on your behalf and that you following provisions: are required by any ordinance, law, building code or written contract or agreement to include as an a. The limits of insurance provided to such additional insured on this Coverage Part is an mortgagee, assignee, successor or receiver insured, but only with respect to liabi lity for "bodily will be the minimum limits that you agreed to injury", "property damage" or "personal and provide in the written contract or agreement, advertising injury" arising out of such operatio ns. whichever are less. The insurance provided to such governmental entity does not apply to: b. The insurance provided to such person or organization does not apply to: a. Any "bodily injury", "property damage" or "personal and advertising injury" arising out of (1) Any "bodily injury" or "property damage" operations performed for the governmental that occurs, or any "personal and entity; or advertising injury" caused by an offense
that is committed, after such contract or b. Any "bodily injury" or "property damage" agreement is no longer in effect; or included in the "products-completed operations hazard". (2) Any "bodily injury", "property damage" or "personal and advertising injury" arising L. MEDICAL PAYMENTS – INCREASED LIMIT out of any structural alterations, new The following replaces Paragraph 7. of SECTION construction or demolition operations III – LIMITS OF INSURANCE:
performed by or on behalf of such
m 7. Subject to Paragraph 5. above, the Medical ortgagee, assignee, successor or Expense Limit is the most we will pay under receiver.
Coverage C for all medical expenses
J. BLANKET ADDITIONAL INSURED – because of "bodily injury" sustained by any GOVERNMENTAL ENTITIES – PERMITS OR one person, and will be the higher of:
AUTHORIZATIONS RELATING TO PREMISES
a. $10,000; or The following is added to SECTION II – WHO IS b. The amount shown in the of AN INSURED:
this Coverage Part for Medical Expense
Any governmental entity that has issued a permit Limit. or authorization with respect to premises owned
or occupied by, or rented or loaned to, you and M. BLANKET WAIVER OF SUBROGATION that you are required by any ordinance, law, The following is added to Paragraph 8., Transfer building code or written contract or agreement to Of Rights Of Recovery Against Others To Us, include as an additional insured on this Coverage of SECTION IV – COMMERCIAL GENERAL Part is an insured, b ut only with respect to liability LIABILITY CONDITIONS:
for "bodily injury", "property damage" or "personal If the insured has agreed in a contract or and advertising injury" arising out of the agreement to waive that insured's right of existence, ownership, use, maintenance, repair, recovery against any person or organization, we
Includes copyrighted material of Insurance Services Office, Inc. with its permission. or the limits shown in the Declarations,
Declarations
COMMERCIAL GENERAL LIABILITY
waive our right of recovery against such person or 2. Paragraph f.(1) of the definition of "insured organization, but only for payments we make contract" in the DEFINITIONS Section is because of: deleted.
a. "Bodily injury" or "property damage" that O. DAMAGE TO PREMISES RENTED TO YOU occurs; or The following replaces the definition of "premises b. "Personal and advertising injury" caused by damage" in the DEFINITIONS Section:
an offense that is committed; "Premises damage" means "property damage" to:
subsequent to the execution of the contract or
a. Any premises while rented to you or
agreement. temporarily occupied by you with permission
N. CONTRACTUAL LIABILITY – RAILROADS of the owner; or
1. The following replaces Paragraph c. of the b. The contents of any premises while such definition of "insured contract" in the premises is rented to you, if you rent such DEFINITIONS Section: premises for a period of seven or fewer c. Any easement or l icense agreement; consecutive days.
CG D4 17 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 5 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
COMMERCIAL GENERAL LIABILITY
COMMERCIAL GENERAL LIABILITY COVERAGE FORM
in this Read (1) The "bodily injury" or "property damage" is the entire policy carefully to determine rights, duties and by an " that takes place what is and is not covered. in the
Throughout this policy the words "you" and "your" refer (2) The "bodily injury" or "property damage" to the Named Insured shown in the and occurs during the policy period; and any other person or organization qualifying as a Named (3) Prior to the period, no insured listed Insured under this policy. The words "we", "us" and under Paragraph 1. of II – Who Is "our" refer to the company providing this insurance. An Insured and no "employee" authorized The word "insured" means any organization by you to give or of an qualifying as such under II – Who Is An " or knew that the "bodily Insured. injury" or "property damage" had
in whole or in . If such a listed insured Other words and phrases that appear in quotation "employee" knew, to the marks have meaning. Refer to V – period, that the "bodily injury" or Definitions. "property damage" , then any SECTION I – COVERAGES continuation or resumption of such "bodily injury" or "property damage" COVERAGE A – BODILY INJURY AND PROPERTY or after the period will be deemed to DAMAGE LIABILITY
have been known prior to the policy period. 1. Insuring Agreement c. "Bodily injury" or "property damage" a. We will pay those sums that the insured during the period and was not, becomes legally obligated to pay as damages prior to the period, known to have because of "bodily injury" or "property damage" by any insured listed under Paragraph to this insurance applies. We will have 1. of II – Who Is An Insured or any the right and duty to defend the insured against "employee" authorized by you to give or any "suit" seeking those damages. However, of an " or , any we will have no duty to defend the insured continuation, or resumption of that
against any "suit" seeking damages for "bodily "bodily injury" or "property damage" after the injury" or "property damage" to this end of the period. insurance does not apply. We may, at our investigate any " " and d. "Bodily injury" or "property damage" will be settle any claim or "suit" that may result. But: deemed to have been known to have occurred at the earliest time when any insured listed (1) The amount we will pay for damages is under Paragraph 1. of II – Who Is An limited as described in III – Limits Insured or any "employee" authorized by you to Of Insurance; and give or of an " or (2) Our right and duty to defend end when we claim:
have used up the limit of (1) Reports all, or any part, of the "bodily in the payment of judgments or injury" or "property damage" to us or any settlements under A or B or other insurer; medical expenses under Coverage C.
(2) a written or demand or No other obligation or liability to pay sums or claim for damages of the "bodily or services is unless injury" or "property damage"; or explicitly provided for under Supplementary
Payments. (3) aware by any other means that
"bodily injury" or "property damage" has b. This insurance applies to "bodily injury" and occurred or has to occur. "property damage" only if:
CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 1 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Various provisions policy restrict
Declarations,
person or
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"coverage territory";
COMMERCIAL GENERAL LIABILITY
e. Damages of "bodily injury" include (3) Any statute, ordinance or regulation relating damages claimed by any person or organization to the sale, gift, distribution or use of for care, loss of services or death resulting at
any time from the "bodily injury". This exclusion applies only if you are in the
2. Exclusions business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For This insurance does not apply to:
the purposes of this exclusion, permitting a
a. Expected Or Intended Injury person to bring alcoholic beverages on your premises, for consumption on your premises,
intended from the standpoint of the insured. whether or not a fee is charged or a is This exclusion does not apply to "bodily injury" required for such , is not by itself or "property damage" resulting from the use of considered the business of selling, serving or b. Contractual Liability d. Workers' Compensation And Similar Laws "Bodily injury" or "property damage" for Any obligation of the insured under a workers' the insured is obligated to pay damages by compensation, disability benefits or reason of the assumption of liability in a unemployment compensation law or any similar contract or agreement. This exclusion does not law.
apply to liability for damages: e. Employer's Liability (1) That the insured would have in the absence "Bodily injury" to:
(1) An "employee" of the insured arising out of
(2) Assumed in a contract or agreement that is and in the course of:
an "insured , provided that the
(a) Employment by the insured; or "bodily injury" or "property damage" (b) Performing duties related to the
or agreement. Solely for the purposes of
liability assumed in an "insured (2) The spouse, child, parent, brother or sister reasonable attorneys' fees and of that "employee" as a of litigation expenses incurred by or for a party Paragraph (1) above. other than an insured will be deemed to be This exclusion applies whether the insured may damages of "bodily injury" or be liable as an employer or in any other "property damage", provided that:
and to any obligation to share damages with or
(a) Liability to such party for, or for the repay someone else who must pay damages cost of, that defense has also
been assumed in the same "insured
This exclusion does not apply to liability contract"; and assumed by the insured under an "insured
(b) attorneys' fees and litigation contract". expenses are for defense of that party f. Pollution against a civil or alternative dispute resolution in which (1) "Bodily injury" or "property damage" arising damages to this insurance out of the , alleged or threatened a pl e a e a discharge, dispersal, seepage, migration, p i s r lleged. release or of "pollutants":
c. Liquor Liability
(a) At or from any premises, site or "Bodily injury" or "property damage" for location which is or was at any time any insured may be held liable by reason of:
owned or by, or rented or
(1) Causing or to the intoxication loaned to, any insured. However, this of any person; subparagraph does not apply to:
(2) The furnishing of alcoholic beverages to a (i) "Bodily injury" if sustained within a person under the legal drinking age or building and caused by smoke, under the of or fumes, or soot produced by or originating from equipment that
Includes copyrighted material of Insurance Services Office, Inc. with its permission. because
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necessary
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alcoholic beverages.
"Bodily injury" or "property damage" expected or
reasonable force to protect persons or property.
of the contract or agreement; or
furnishing alcoholic beverages.
subsequent to the execution of the contract
conduct of the insured's business; or
because of the injury.
alcohol;
COMMERCIAL GENERAL LIABILITY
is used to heat, cool or to perform the normal ,
the building, or by or hydraulic or
originating from equipment that is for the operation of used to heat water for personal "mobile equipment" or its parts, if use by the building's occupants or such fuels, or other their guests; operating fluids escape from a
(ii) "Bodily injury" or "property
damage" for you may be or them. This exception
held liable, if you are a contractor does not apply if the "bodily injury" and the owner or lessee of such or "property damage" arises out of premises, site or location has been the intentional discharge, dispersal added to your as an or release of the fuels,
additional insured with respect to or other operating fluids, or if such your ongoing operations performed fuels, or other operating for that additional insured at that fluids are brought on or to the premises, site or location and such premises, site or location with the premises, site or location is not intent that they be discharged, and never was owned or occupied dispersed or released as part of by, or rented or loaned to, any the operations being performed by insured, other than that additional such insured, or
insured; or
(iii) "Bodily injury" or "property (ii) "Bodily injury" or "property damage" arising out of heat, damage" sustained within a smoke or fumes from a "hostile building and caused by the release fire"; of gases, fumes or vapors from (b) At or from any premises, site or materials brought into that building location which is or was at any time
used by or for any insured or others for performed by you or on your behalf the handling, storage, disposal, by a contractor or subcontra r; or processing or treatment of waste;
(iii) "Bodily injury" or "property (c) If such "pollutants" are or were at any damage" arising out of heat, time transported, handled, stored, smoke or fumes from a "hostile treated, disposed of, or as fire"; or waste by or for:
(e) At or from any premises, site or (i) Any insured; or location on which any insured or any (ii) Any person or organization for or working whom you may be legally or on any insured's responsible; behalf are or were at any time
(d) At or from any premises, site or performing operations to test for, location on which any insured or any monitor, clean up, remove, contain, contractors or subcontra ors working treat, detoxify or neutralize, or in any or on any insured's way respond to, or assess the
behalf are performing operations if the of, "pollutants". "pollutants" are brought on or to the
pre (2) Any loss, cost or expense arising out of mises, site or location in connection wi h such o e a any: t p r tions by such insured,
contractor or subcontractor. However, (a) Request, demand, order or statutory or this subparagraph does not apply to: regulatory requirement that any insured (i) "Bodily injury" or "property or others test for, monitor, clean up, damage" arising out of the escape remove, contain, treat, detoxify or of fuels, or other neutralize, or in any way respond to, or operating fluids are needed assess the of, "pollutants"; or CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 3 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. dehumidify
produced
electrical
mechanical functions
necessary
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policy
lubricants
receive
lubricants
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directly indirectly
lubricants
which
contractors subcontractors
directly indirectly
effects
effects
in connection with operations being
vehicle part designed to hold, store
subcontractor;
COMMERCIAL GENERAL LIABILITY
(b) Claim or suit by or on behalf of any (b) The operation of any of the machinery governmental authority or any other or equipment listed in Paragraph f.(2) person or organization because of or f.(3) of the definition of "mobile testing for, monitoring, cleaning up, equipment"; or
removing, containing, treating, (6) detoxifying or neutralizing, or in any (a) Chartered with a pilot to any insured; way responding to, or assessing the effects of, "pollutants". (b) Not owned by any insured; and g. Aircraft, Auto Or Watercraft (c) Not being used to carry any person or property for a "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or h. Mobile Equipment entrustment to others of any "auto" or "Bodily injury" or "property damage" arising out watercraft owned or operated by or rented or of:
loaned to any insured. Use operation
(1) The transportation of "mobile equipment" and "loading or unloading". by an "auto" owned or operated by or
This exclusion applies even if the claims rented or loaned to any insured; or against any insured allege negligence or other
(2) The use of "mobile equipment" in, or while wrongdoing in the supervision, hiring, in for, or while being employment, training or monitoring of others by any speed, demolition, that insured, if the " which caused or stunting . the "bodily injury" or "property damage" involved the ownership, maintenance, use or i. War
entrustment to others of any , "auto" or "Bodily injury" or "property damage" arising out watercraft that is owned or operated by or of:
rented or loaned to any insured. (1) War, including undeclared or civil war; This exclusion does not apply to:
(2) Warlike by a military force, (1) A watercraft while ashore on premises you in hindering or defending against an own or rent; or expected attack, by any
(2) A watercraft you do not own that is: government, sovereign or other authority using military personnel or other agents; or (a) 50 feet long or less; and (3) Insurrection, rebellion, revolution, usurped (b) Not being used to carry any person or power, or taken by governmental property for a charge;
authority in hindering or defending against
(3) Parking an "auto" on, or on the ways next any of these. to, premises you own or rent, provided the j. Damage To Property "auto" is not owned by or rented or loaned to you or the insured; "Property damage" to:
(4) Liability assumed under any "insured (1) Property you own, rent, or occupy, contract" for the ownership, maintenance or including any costs or expenses incurred by you, or any other person, organization or
entity, for repair, replacement, (5) "Bodily injury" or "property damage" arising enhancement, restoration or maintenance out of:
of such property for any reason, (a) The operation of machinery or prevention of injury to a person or damage equipment that is attached to, or part to another's property; of, a land vehicle that would qualify as
(2) Premises you sell, give away or abandon, if "mobile equipment" under the definition the "property damage" arises out of any of "mobile equipment" if such land part of those premises; were not subject to a
compulsory or financial responsibility (3) Property loaned to you; law, or other motor vehicle insurance (4) Personal property in the care, custody or law, where it is or principally control of the insured; garaged; or
Includes copyrighted material of Insurance Services Office, Inc. with its permission. includes
"occurrence
practice
prearranged racing,
prepared for,
activity
aircraft
vehicle
action including
action
actual
action
including
licensed
An aircraft that is:
aircraft,
use of aircraft or watercraft;
charge.
COMMERCIAL GENERAL LIABILITY
(5) That particular part of real property on physical injury to "your or which you or any contractors or "your work" after it has been put to its intended use.
on your behalf are performing operations, if n. Recall Of Products, Work Or Impaired the "property damage" arises out of those Property
operations; or
Damages claimed for any loss, cost or expense
(6) That part of any property that incurred by you or others for the loss of use, must be restored, repaired or replaced withdrawal, , , repair, because "your work" was replacement, adjustment, removal or disposal of:
Paragraphs (1), (3) and (4) of this exclusion do (1) "Your product"; not apply to "premises damage". A separate (2) "Your work"; or limit of insurance applies to "premises damage" (3) "Impaired property"; as described in Paragraph 6. of III – Limits Of Insurance. if such work, or property is
Paragraph (2) of this exclusion does not apply if
person or organization of a known or the premises are "your work" and were never , , or , rented or held for rental by you. dangerous condition in it. Paragraphs (3), (4), (5) and (6) of this o. Personal And Advertising Injury exclusion do not apply to liability assumed under a sidetrack agreement. "Bodily injury" arising out of "personal and advertising injury". Paragraph (6) of this exclusion does not apply to "property damage" included in the "products- p. Data completed operations hazard". Damages arising out of the loss of, loss of use k. Damage To Your Product of, damage to, corruption of, inability to access, "Property damage" to "your product" arising out
of it or any part of it. However, this exclusion does not apply to liability for damages because of "bodily injury". l. Damage To Your Work "Property damage" to "your work" arising out of q. Unsolicited Communication it or any part of it and included in the "products- "Bodily injury" or "property damage" arising out completed operations hazard".
of any or alleged violation of any law that
This exclusion does not apply if the damaged or prohibits the sending, transmitting work or the work out of which the damage or distributing of arises was performed on your behalf by a
r. Access Or Disclosure Of Confidential Or subcontractor. Personal Information m. Damage To Impaired Property Or Property "Bodily injury" or "property damage" arising out Not Physically Injured of any access to or disclosure of any person's
"Property damage" to "impaired property" or or organization's confidential or personal property that has not been lly injured, information. arising out of:
s. Asbestos (1) A , inadequacy or
dangerous in "your product" or (1) "Bodily injury" or "property damage" arising "your work"; or out of the actual or alleged presence or actual, alleged or threatened dispersal of (2) A delay or failure by you or anyone asbestos, asbestos fibers or products on your behalf to perform a or containing asbestos, provided that the agreement in accordance with its terms. "bodily injury" or "property damage" is This exclusion does not apply to the loss of use caused or contributed to by the hazardous of other property arising out of sudden and properties of asbestos.
CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 5 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. particular
incorrectly
accidental product"
recall inspection
Section
occupied
product, withdrawn
because
suspected defect deficiency inadequacy
Electronic
actual
restricts
"unsolicited communication".
physica
deficiency
condition
acting
contract
subcontractors working directly or indirectly
performed on it.
or recalled from the market or from use by any
or inability to manipulate "electronic data".
defect,
COMMERCIAL GENERAL LIABILITY
(2) "Bodily injury" or "property damage" arising employment-related described in out of the or alleged presence or Paragraph (a), (b), or (c) above is alleged or threatened dispersal of This exclusion applies whether the insured may any solid, liquid, gaseous or thermal be liable as an employer or in any other or including smoke, vapors, and to any obligation to share damages with or soot, fumes, , alkalis, and repay someone else who must pay damages waste, and that are part of any or because of the "bodily injury". "suit" which also alleges any "bodily injury" Exclusions c. through n. do not apply to "premises or "property damage" described in damage". A separate limit of insurance applies to Paragraph (1) above. "premises damage" as described in Paragraph 6. of (3) Any loss, cost or expense arising out of III – Limits Of Insurance. any: COVERAGE B – PERSONAL AND ADVERTISING
(a) Request, demand, order or statutory or INJURY LIABILITY regulatory requirement that any insured 1. Insuring Agreement or others test for, monitor, clean up, a. We will pay those sums that the insured remove, contain, treat, detoxify or legally obligated to pay as damages neutralize, or in any way respond to, or of "personal and advertising injury" to assess the effects of, asbestos, this insurance applies. We will have the asbestos fibers or products containing right and duty to defend the insured against any asbestos; or "suit" seeking those damages. However, we will have no duty to defend the insured against any (b) Claim or suit by or on behalf of any "suit" seeking damages for "personal and governmental authority or any other advertising injury" to this insurance does person or organization of not apply. We may, at our , testing for, monitoring, cleaning up, investigate any offense and settle any claim or removing, containing, treating, "suit" that may result. But: detoxifying or neutralizing, or in any way responding to, or assessing the (1) The amount we will pay for damages is effects of, asbestos, asbestos fibers or limited as described in III – Limits products containing asbestos. Of Insurance; and
t. Employment-Related Practices (2) Our right and duty to defend end when we "Bodily injury" to: have used up the limit of
insurance in the payment of judgments or (1) A person arising out of any:
settlements under Coverages A or B or (a) Refusal to employ that person; expenses under Coverage C. (b) Termination of that person's No other obligation or liability to pay sums or employment; or perform or services is unless (c) Employment-related , , explicitly provided for under Supplementary or omission, such as coercion, Payments. demotion, evaluation, reassignment, discipline, failure to promote or b. This insurance applies to "personal and advance, harassment, humiliation, advertising injury" caused by an offense arising discrimination, libel, slander, violation out of your business but only if the offense was of the person's right of committed in the "coverage territory" during the or false arrest, policy period.
detention or imprisonment applied to or 2. Exclusions
at that person, regardless of This insurance does not apply to: whether such , , or omission is applied or is a. Knowing Violation Of Rights Of Another committed before, during or after the "Personal and advertising injury" caused by or time of that person's employment; or at the of the insured with the (2) The spouse, child, parent, brother or sister knowledge that the would violate the rights of that person as a consequence of "bodily of another and would "personal and injury" to that person at whom any of the advertising injury".
Includes copyrighted material of Insurance Services Office, Inc. with its permission. actual
actual,
irritant
practices
capacity
contaminant,
acids chemicals
claim
because
Section
becomes
because
which
which
discretion
Section
applicable
practice policy
act
malicious prosecution
directed
practice policy act
occurs,
medical
acts covered
direction
act
inflict
privacy,
directed.
COMMERCIAL GENERAL LIABILITY
This exclusion does not apply to "personal against a civil or alternative dispute resolution proceeding in
damages to this insurance b. Material Published With Knowledge Of applies are alleged. Falsity
f. Breach Of Contract "Personal and advertising injury" arising out of oral or written publication, including "Advertising injury" arising out of a breach of contract.
the of the insured with knowledge of g. Quality Or Performance Of Goods – Failure its falsity. To Conform To Statements
c. Material Published Or Used Prior To Policy "Advertising injury" arising out of the failure of Period goods, products or services to conform with
(1) "Personal and advertising injury" arising out any statement of quality or performance made of oral or written publication, in your "advertisement". publication by electronic means, of material h. Wrong Description Of Prices whose first publication took place before
"Advertising injury" arising out of the wrong the beginning of the policy period; or description of the price of goods, products or
(2) "Advertising injury" arising out of services stated in your "advertisement". infringement of copyright, "title" or "slogan" i. Intellectual Property in your "advertisement" whose first infringement in your "advertisement" was "Personal and advertising injury" arising out of committed before the beginning of the any or alleged infringement or violation of policy period. any of the following rights or laws, or any other "personal and advertising injury" alleged in any d. Criminal Acts claim or "suit" that also alleges any such
"Personal and advertising injury" arising out of a infringement or violation:
criminal committed by or at the of
(1) Copyright; the insured.
(2) Patent; e. Contractual Liability
(3) Trade dress; "Personal and advertising injury" for the insured has assumed liability in a or (4) Trade name;
agreement. This exclusion does not apply to (5) Trademark; liability for damages:
(6) (1) That the insured would have in the absence
(7) Other intellectual property rights or laws.
This exclusion does not apply to: (2) Because of "personal injury" assumed by you in a or agreement that is an (1) "Advertising injury" arising out of any "insured contract", provided that the or alleged infringement or violation of "personal injury" is caused by an offense another's copyright, "title" or "slogan" in your "advertisement"; or
the or agreement. Solely for the
(2) Any other "personal and advertising injury" purposes of liability assumed by you in an alleged in any claim or "suit" that also "insured contract", reasonable attorneys' alleges any such infringement or violation fees and necessary litigation expenses of another's copyright, "title" or "slogan" in incurred by or for a party other than an your "advertisement". insured will be deemed to be damages because of "personal injury", provided that: j. Insureds In Media And Internet Type (a) Liability to such party for, or for the Businesses
cost of, that party's defense has also "Personal and advertising injury" caused by an been assumed by you in the same offense committed by an insured whose "insured contract"; and business is:
(b) Such attorneys' fees and litigation (1) Advertising, or publishing; expenses are for defense of that party CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 7 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. publication
direction
including
which
which
actual
act direction
which
contract
contract
contract
actual
"broadcasting"
injury" caused by malicious prosecution.
by electronic means, of material, if done by or at
of the contract or agreement; or
committed subsequent to the execution of
Trade secret; or
COMMERCIAL GENERAL LIABILITY
(2) Designing or determining content of neutralizing, or in any way responding to, or websites for others; or
(3) An Internet search, access, content or o. War
service provider. "Personal and advertising injury" arising out of:
However, this exclusion does not apply to (1) Paragraphs a.(1), (2) and (3) of the definition of (2) Warlike by a military force, including "personal injury". action in hindering or defending against an For the purposes of this exclusion: actual or expected attack, by any (1) Creating and producing correspondence government, sovereign or other authority written in the conduct of your business, using military personnel or other agents; or bulletins, financial or annual reports, or (3) Insurrection, rebellion, revolution, usurped newsletters about your goods, products or power, or taken by governmental services will not be considered the authority in hindering or defending against business of publishing; and any of these.
(2) The placing of frames, borders or links, or p. Unsolicited Communication advertising, for you or others anywhere on
"Personal and advertising injury" arising out of the Internet will not, by itself, be considered any or alleged violation of any law that the business of advertising, "broadcasting" or prohibits the sending, transmitting or publishing. or distributing of "unsolicited communication".
k. Electronic Chatrooms Or Bulletin Boards
q. Access Or Disclosure Of Confidential Or
"Personal and advertising injury" arising out of Personal Information an electronic chatroom or bulletin board the "Personal and advertising injury" arising out of insured hosts or owns, or over which the any access to or disclosure of any person's or insured exercises control. organization's confidential or personal l. Unauthorized Use Of Another's Name Or information.
Product r. Asbestos
"Personal and advertising injury" arising out of (1) "Personal and advertising injury" arising out the unauthorized use of another's name or of the or alleged presence or product in your e-mail address, domain name or
alleged or threatened dispersal of asbestos, metatag, or any other similar tactics to mislead asbestos fibers or products containing another's potential customers. asbestos, provided that the "personal and m. Pollution advertising injury" is caused or contributed to by the hazardous properties of asbestos. "Personal and advertising injury" arising out of the alleged or threatened discharge, (2) "Personal and advertising injury" arising out dispersal, seepage, migration, release or of the or alleged presence or e ca e o "po alleged or threatened dispersal of any solid, s p f llutants" at any time. liquid, gaseous or thermal irritant or
n. Pollution-Related contaminant, including smoke, vapors, Any loss, expense arising out of any: soot, fumes, alkalis, and waste, and that are part of any or (1) Request, demand, order or statutory or "suit" which also alleges any "personal and regulatory requirement that any insured or advertising injury" described in Paragraph others test for, monitor, up, remove, (1) above. contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects (3) Any loss, cost or expense arising out of of, "pollutants"; or any:
(2) Claim or suit by or on behalf of any (a) Request, demand, order or statutory or governmental authority or any other person regulatory requirement that any insured or organization of testing for, or others test for, monitor, clean up, monitoring, up, removing, remove, contain, treat, detoxify or containing, treating, detoxifying or neutralize, or in any way respond to, or
Includes copyrighted material of Insurance Services Office, Inc. with its permission. action
action
actual,
actual
restricts
actual actual,
actual actual,
cost or
clean
because
cleaning
acids, chemicals
claim
assessing the effects of, "pollutants".
War, including undeclared or civil war;
COMMERCIAL GENERAL LIABILITY
assess the effects of, asbestos, (3) of your operations; asbestos fibers or products containing provided that:
asbestos; or
(a) The takes place in the "coverage
(b) Claim or suit by or on behalf of any territory" and during the policy period; governmental authority or any other
(b) The expenses are incurred and reported to person or organization of us within one year of the date of the testing for, monitoring, cleaning up, and removing, containing, treating,
detoxifying or neutralizing, or in any (c) The injured person submits to examination, way responding to, or assessing the
effects of, asbestos, asbestos fibers or as often as we reasonably require. products containing asbestos. b. We will make these payments of s. Employment-Related Practices fault. These payments will not exceed the applicable limit of insurance. We will pay "Personal injury" to:
reasonable expenses for:
(1) A person arising out of any:
(1) First aid administered at the time of an
(a) Refusal to employ that person;
(b) Termination of that person's (2) , X-ray and
employment; or dental services,
(c) Employment-related , ,
act or omission, such as coercion, (3) hospital, demotion, evaluation, reassignment, professional nursing and funeral services. discipline, failure to promote or 2. Exclusions advance, harassment, humiliation, di crim na We will not pay expenses for "bodily injury": s i tion, libel, slander, violation of the person's right of , a. Any Insured
or false arrest,
detention or imprisonment applied to or
at that person, regardless of b. Hired Person
whether such , , or To a person hired to do work for or on behalf of omission is applied or is any insured or a tenant of any insured. committed before, during or after the c. Injury On Normally Occupied Premises time of that person's employment; or
To a person injured on that part of premises
(2) The spouse, child, parent, brother or sister you own or rent that the person normally of that person as a consequence of
"personal injury" to that person at whom d. Workers' Compensation And Similar Laws any of the employment-related described in Paragraph (a), (b), or (c) To a person, whether or not an "employee" of above is directed. any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' This exclusion applies whether the insured may compensation or disability benefits law or a be liable as an employer or in any other similar law. and to any obligation to share damages with or repay someone else who must pay damages e. Athletics Activities of the "personal injury". To a person injured while
COVERAGE C – MEDICAL PAYMENTS or participating in any physical exercises or games, sports, or athletic contests. 1. Insuring Agreement f. Products-Completed Operations Hazard a. We will pay medical expenses as below for "bodily injury" caused by an accident: Included within the "products-completed operations hazard". (1) On premises you own or rent;
g. Coverage A Exclusions (2) On ways next to premises you own or rent; or under Coverage A.
CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 9 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Because
accident
because
practice policy
privacy
malicious prosecution
directed
practice policy act
occurs,
accident;
regardless
accident;
Necessary medical, surgical
including prosthetic
devices; and
Necessary ambulance,
practices
capacity
because
described
occupies.
practicing, instructing
Excluded
at our expense, by physicians of our choice
To any insured, except "volunteer workers".
COMMERCIAL GENERAL LIABILITY
SUPPLEMENTARY PAYMENTS assumed by the insured in the same "insured contract"; 1. We will pay, with to any claim we
investigate or settle, or any "suit" against an insured d. The allegations in the "suit" and the information we defend: we know about the "occurrence" or offense are such that no conflict appears to exist between
a. All expenses we incur. the interests of the insured and the interests of b the indemnitee; . Up to $2,500 for the cost of bail bonds required because of accidents or traffic law violations e. The indemnitee and the insured ask us to arising out of the use of any to and control the defense of that the Bodily Injury Liability Coverage applies. We indemnitee against such "suit" and agree that do not have to these bonds. we can assign the same counsel to defend the insured and the indemnitee; and c. The cost of bonds to attachments, but f. The indemnitee:
of insurance. We do not have to furnish these (1) Agrees in writing to:
bonds. (a) Cooperate with us in the investigation,
d. All reasonable expenses by the settlement or defense of the "suit"; insured at our request to assist us in the (b) Immediately send us copies of any investigation or defense of the claim or "suit", demands, notices, summonses or legal including loss of earnings up to $500 a papers received in with the "suit";
e. All court costs taxed against the insured in the (c) Notify any other insurer whose "suit". However, these payments do not coverage is available to the indemnitee; attorneys' fees or attorneys' expenses taxed and
against the insured. (d) Cooperate with us with to
f. Prejudgment interest awarded against the coordinating other applicable insurance insured on that part of the judgment we pay. If available to the indemnitee; and we make an offer to pay the applicable limit of (2) Provides us with written authorization to:
insurance, we will not pay any prejudgment
(a) Obtain and other information interest based on that period of time after the related to the "suit"; and offer.
(b) g. All interest on the full amount of any judgment
indemnitee in such "suit". that after entry of the judgment and before we have paid, offered to pay, or So long as the above conditions are met, attorneys' deposited in court the part of the judgment that fees by us in the defense of that is within the applicable limit of insurance. indemnitee, necessary litigation expenses by us and necessary litigation expenses by These payments will not the limits of the indemnitee at our request will be paid as . Supplementary Payments. Notwithstanding the
2. If we defend an insured against a "suit" and an provisions of Paragraph 2.b.(2) of I – indemnitee of the insured is also named as a Coverages – Coverage A – Bodily Injury And to the "suit", we will defend that indemnitee if all of Property Damage Liability or Paragraph 2.e. of the following I – Coverages – Coverage B – Personal
a. The "suit" against the indemnitee seeks And Advertising Injury Liability, such payments will damages for the insured has assumed not be deemed to be damages for "bodily injury", the liability of the indemnitee in a or "property damage" or "personal injury", and will not a reduce the limits of insurance. greement
b. This insurance applies to such liability assumed Our obligation to defend an insured's indemnitee by the insured; and to pay for attorneys' fees and
c. The obligation to defend, or the cost of the litigation expenses as Supplementary Payments ends when: defense of, that indemnitee, has also been
Includes copyrighted material of Insurance Services Office, Inc. with its permission. respect
vehicle which
furnish
release
incurred
actual
conduct
connection
include
accrues
reduce
insurance
party
which
contract
that is an "insured contract";
respect
records
incurred
incurred
incurred
Section
Section
necessary
only for bond amounts within the applicable limit
day because of time off from work.
Conduct and control the defense of the
conditions are met:
COMMERCIAL GENERAL LIABILITY
a. We have used up the applicable limit of workers" while performing duties in the payment of judgments, related to the conduct of your settlements or medical expenses; or business;
b (b) To the spouse, child, parent, brother or . The conditions set forth above, or the terms of the agreemen in Paragraph f. above, sister of that co-"employee" or are no longer met. "volunteer worker" as a consequence
of Paragraph (1)(a) above; SECTION II – WHO IS AN INSURED (c) For which there is any obligation to 1. If you are designated in the share damages with or repay someone
a. An individual, you and your spouse are
else who must pay damages because insureds, but only with to the of the injury described in Paragraph
of a business of you are the sole owner. (1)(a) or (b) above; or b. A partnership or joint venture, you are an (d) Arising out of his or her providing or insured. Your members, your partners, and failing to provide professional health their spouses are also insureds, but only with care services.
Unless you are in the business or
c. A limited liability company, you are an insured. occupation of providing professional health Your members are also insureds, but only with care services, Paragraphs (1)(a), (b), (c) to the of your business. Your and (d) above do not apply to "bodily injury" managers are insureds, but only with to arising out of providing or failing to provide their duties as your managers. first aid or "Good Samaritan services" by d. An organization other than a partnership, joint any of your "employees" or "volunteer venture or limited liability company, you are an workers", other than an employed or volunteer Any such "employees" or
are insureds, but only with to their "volunteer workers" providing or failing to duties as your or . Your provide first aid or "Good Samaritan stockholders are also insureds, but only with services" during their work hours for you will be deemed to be within the
scope of their employment by you or e. A trust, you are an insured. Your trustees are performing duties related to the conduct of also insureds, but only with to their your business. duties as trustees.
(2) "Property damage" to property: 2. of the following is also an insured:
(a) Owned, or used by; a. Your "volunteer workers" only while performing duties related to the of your business, (b) Rented to, in the , custody or or your "employees", other than either your control of, or over which physical control is being exercised for any
other than a partnership, joint venture or limited purpose by; liability company) or your managers (if you are a you, any of your "employees", "volunteer limited liability company), but only for workers", any partner or member (if you are within the of their employment by you or a partnership or joint venture), or any while performing duties related to the conduct member (if you are a limited liability of your business. However, none of these company). "employees" or "volunteer workers" are b. Any person (other than your "employee" or insureds for: "volunteer worker"), or any organization, while (1) "Bodily injury" or "personal injury": acting as your real estate manager. (a) To you, to your partners or members (if c. Any person or organization having proper you are a partnership or joint venture), temporary custody of your property if you die, to your members (if you are a limited but only:
liability company), to a co-"employee" (1) With to liability arising out of the while in the of his or her maintenance or use of that property; and employment or performing duties related to the of your (2) Until your legal representative has been business, or to your other "volunteer appointed.
CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 11 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. insurance
t described
Declarations as:
respect conduct
which
respect conduct
respect
respect
officers directors
respect
Each
conduct
acts
scope
doctor.
acting
occupied
care
course
conduct
respect
respect to the conduct of your business.
insured. Your "executive officers" and directors
respect to their liability as stockholders.
"executive officers" (if you are an organization
COMMERCIAL GENERAL LIABILITY
d. Your legal representative if you die, but only b. Arises out of the ownership, maintenance or with to duties as such. That use of that part of any premises leased to you. representative will have all your rights and The insurance provided to such premises owner, duties under this Coverage Part. manager or lessor is to the following e. Any person or organization that, with your provisions:
express or implied consent, either uses or is a. The limits of insurance provided to such responsible for the use of a watercraft that you premises owner, manager or lessor will be the do not own that is: minimum limits that you agreed to provide in the (1) 50 feet long or less; and written or agreement, or the limits shown in the rations, whi ver are less. (2) Not being used to carry any person or property for a . b. The insurance provided to such premises owner, manager or lessor does not apply to: 3. Any organization you newly or form, other than a partnership, joint venture or limited liability (1) Any "bodily injury" or "property damage" company, and of you are the sole owner or in that occurs, or "personal and advertising you maintain an ownership interest of more injury" caused by an offense that is than 50%, will qualify as a Named Insured if there is committed, after you to be a tenant in no other similar insurance available to that that premises; or organization. However: (2) Structural alterations, new or a. Coverage under this provision is afforded only demolition operations performed by or on until the 180th day after you or form the behalf of such premises owner, manager or organization or the end of the period, lessor.
5. Any person or organization that is an equipment
b. Coverage A does not apply to "bodily injury" or lessor and that you have agreed in a written contract "property damage" that before you or agreement to include as an additional insured on uired or formed the organization; and this Coverage Part is an insured, but only with respect to liability for "bodily injury", "property c. Coverage B does not apply to "personal and damage", or "personal and advertising injury" that: advertising injury" arising out of an offense committed before you acquired or formed the a. Is "bodily injury" or "property damage" that organization. occurs, or is "personal and advertising injury" caused by an offense that is committed, For the purposes of Paragraph 1. of Section II – subsequent to the signing of that contract or Who Is An Insured, each such organization will be agreement; and deemed to be designated in the
b. Is caused, in whole or in part, by your acts or
a. An organization, other than a partnership, joint omissions in the maintenance, operation or use venture or limited liability company; or of equipment leased to you by such equipment b lessor. . A trust;
The insurance provided to such equipment lessor is as ted in its name or the documents that subject to the following provisions: govern its structure. a. The limits of insurance provided to such
4. Any person or organization that is a premises equipment lessor will be the minimum limits that owner, manager or lessor and that you have agreed you agreed to provide in the written contract or in a written contract or agreement to include as an agreement, or the limits shown in the additional insured on this Coverage Part is an Declarations, whichever are less. insured, but only with respect to liability for "bodily b. The insurance provided to such equipment injury", "property damage" or "personal and lessor does not apply to any "bodily injury" or advertising injury" that: "property damage" that occurs, or "personal a. Is "bodily injury" or "property damage" that and advertising injury" caused by an offense occurs, or is "personal and advertising injury" that is committed, after the equipment lease caused by an offense that is committed, expires.
subsequent to the signing of that contract or No person or organization is an insured agreement; and the conduct of any current or past partnership, joint
Includes copyrighted material of Insurance Services Office, Inc. with its permission. respect
charge
acquire
which
which
acquire
policy
whichever is earlier;
occurred
acq
subject
contract
Decla che
cease
construction
indica
Declarations as:
with respect to
COMMERCIAL GENERAL LIABILITY
a. The amount shown for the Damage To
a Named Insured in the arations. This paragraph Premises Rented To You Limit in the does not apply to any such partnership, joint venture or De rations of this Coverage Part; or limited liability company that otherwise qualifies as an b. $300,000 if no amount is shown for the Damage To Premises Rented To You Limit in
SECTION III – LIMITS OF INSURANCE
7. Subject to Paragraph 5. above, the Medical 1. The Limits of Insurance shown in the Expense Limit is the most we will pay under and the rules below fix the most we will pay Coverage C for all medi expenses because of regardless of the number of:
"bodily injury" sustained by any one person. a. Insureds; The Limits of Insurance of this Coverage Part apply b. Claims made or "suits" brought; or separately to each consecutive annual period and to any c. Persons or organizations making or remaining period of less than 12 months, starting with bringing "suits". the beginning of the policy period shown in the De rations, unless the policy period is extended after 2. The General Aggregate Limit i most we will pay issuance for an additional period of less than 12 for the sum of:
months. In that case, the additional period will be
a. Medical expenses under Coverage C; deemed part of the last pre ing period for purposes of b. Damages under Coverage A, except damages determining the Limits of Insurance. of "bodily injury" or "property damage" SECTION IV – COMMERCIAL GENERAL LIABILITY included in the "products-completed operations CONDITIONS hazard"; and 1. Bankruptcy
c. Damages under Coverage B. Bankruptcy or insolvency of the insured or of the
3. The Products-Completed Operations Aggregate insured's estate will not relieve us of our obligations Limit is the most we will pay under Coverage A for under this Coverage Part. damages of "bodily injury" and "property 2. Duties In The Event Of Occurrence, Offense, damage" included in the "products-completed Claim Or Suit operations hazard". a. You must see to it that we are notified as soon 4. Subject to Paragraph 2. above, the Personal And as pra able of an " or an offense Advertising Injury Limit is the most we will pay which may result in a claim. To the extent under Coverage B for the sum of all damages possible, should because of all "personal injury" and "advertising injury" sustained by any one person or organization. (1) How, when and where the rence" or offense took place; 5. Subject to Paragraph 2. or 3. above, applies, the Occurrence Limit is the most we (2) The names and addresses of any injured will pay for the sum of: persons and witnesses; and
a. Da a e u d (3) The nature and location of any injury or m g s n er Coverage A; and damage arising out of the rence" or b. Medical expenses under Coverage C; offense. because of all "bodily injury" and "property damage" b. If a claim is made or "suit" is brought against arising out of any one "occurrence". any insured, you must:
For the purposes of determining the applicable (1) Immediately re d the of the Each Occurrence Limit, all related or claim or "suit" and the date received; and omissions committed in providing or failing to
pro (2) Notify us as soon as practicable. vide first aid or "Good Samaritan services" to any one person will be deemed to be one You must see to it that we receive written "occurrence". of the claim or "suit" as soon as
6. Subject to Paragraph 5. above, the Damage To c. You and any other involved insured must:
Premises Rented To You Limit is the most we will (1) Immediately send us copies of any pay under Coverage A for damages of demands, , summonses or legal "premises damage" to any one premises. The papers re ved in conne n with the Damage To Premises Rented To You Limit will be: claim or "suit"; CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 13 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Decl
Declarations
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venture or limited liability company that is not shown as the Declarations of this Coverage Part.
insured under Section II – Who Is An Insured.
COMMERCIAL GENERAL LIABILITY
(2) Authorize us to obtain and other (iii) An officer or of information; any other organization; or
(3) Cooperate with us in the investigation or (iv) A trustee of any trust; settlement of the claim or defense against that is your partner, joint venture the "suit"; and member, manager or trustee; or
(4) Assist us, upon our request, in the (b) Any employee authorized by such enforcement of any right against any partnership, joint venture, limited person or organization may be liable liability company, trust or other to the insured of injury or damage organization to give of an to which this insurance may also apply. " or offense. d. No insured will, except at that insured's own (3) to us of such or cost, voluntarily make a payment, assume any offense will be deemed to be given as soon obligation, or any expense, other than for
as practicable if it is given in good faith as first aid, without our soon as practicable to your workers' e. The following provisions apply to Paragraph a. compensation insurer. This applies only if above, but only for purposes of the insurance you subsequently give notice to us of the provided under this Coverage Part to you or any "occurrence" or offense as soon as insured listed in Paragraph 1. or 2. of Section II practicable after any of the persons – Who Is An Insured: described in Paragraph e.(1) or (2) above discovers that the "occurrence" or offense
(1) Notice to us of such or may result in sums to which the insurance offense must be given as soon as provided under this Coverage Part may pra ble only after the rence" or apply. offense is known to you (if you are an However, if this policy includes an endorsement individual), any of your partners or that provides limited coverage for "bodily injury" members who is an individual (if you are a or "property damage" or pollution costs arising partnership or joint venture), any of your out of a discharge, release or escape of managers who is an individual (if you are a "pollutants" which contains a requirement that limited liability company), any of your the discharge, release or escape of "pollutants" "executive officers" or (if you are must be reported to us within a specific number an organization other than a partnership, of days after its abrupt commencement, this joint venture, or limited liability company), Paragraph e. does not affect that requirement. any of your trustees who is an individual (if 3. Legal Action Against Us you are a trust) or any "employee" authorized by you to give notice of an No person or organization has a right under this "o cur e ce o o Coverage Part: c r n " r ffense.
a. To join us as a party or otherwise bring us into (2) If you are a partnership, joint venture, a "suit" asking for damages from an insured; or limited liability company or trust, and none of your partners, joint venture members, b. To sue us on this Coverage Part unless all of managers or trustees are individuals, notice its terms have been fully complied with. to us of such "occurrence" or offense must A person or organization may sue us to recover on be given as soon as practicable only after an agreed settlement or on a final judgment against the "occurrence" or offense is known by: an insured; but we will not be liable for damages that are not payable under the terms of this (a) Any individual who is:
Coverage Part or that are in excess of the
(i) A partner or member of any applicable limit of insurance. An agreed settlement partnership or joint venture; means a settlement and release of liability signed by us, the insured, and the claimant or the claimant's (ii) A manager of any limited liability legal representative. company;
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COMMERCIAL GENERAL LIABILITY
4. Other Insurance (ii) That is insurance for "premises damage"; If valid and collectible other insurance is available to the insured for a loss we cover under Coverages A (iii) If the loss arises out of the or B of this Coverage Part, our obligations are maintenance or use of aircraft, limited as described in Paragraphs a. and b. below. "autos" or watercraft to the extent not subject to any exclusion in this As used anywhere in this Coverage Part, other Coverage Part that applies to insurance means insurance, or the funding of aircraft, "autos" or watercraft; losses, that is provided by, through or on behalf of:
(iv) That is insurance available to a (i) Another insurance company; premises owner, manager or (ii) Us or any of our affiliated insurance companies, lessor that qualifies as an insured except when the Non cumulation of under Paragraph 4. of II – Occurrence Limit provision of Paragraph 5. of Who Is An Insured, except when III – Limits Of Insurance or the Non Paragraph d. below applies; or cumulation of Personal and Advertising Injury (v) That is insurance available to an Limit provision of Paragraph 4. of III – equipment lessor that qualifies as Limits of Insurance applies the an insured under Paragraph 5. of Amendment – Non Cumulation Of II – Who Is An Insured, Occurrence Limit Of Liability And Non except when Paragraph d. below Cumulation Of Personal And Advertising Injury applies. Limit endorsement is included in thi ; (b) Any of the other insurance, whether (iii) Any risk retention group; or primary, excess, contingent or on any (iv) Any self-insurance method or program, in other basis, that is available to the which case the insured will be deemed to be insured when the insured is an the provider of other insurance. additional insured, or is any other Ot insured that does not qualify as a her insurance does not include umbrella named insured, under such other insurance, or excess insurance, that was bought insurance. specifically to apply in excess of the Limits of Insurance shown in the of this (2) When this insurance is excess, we will Coverage Part. have no duty under Coverages A or B to
defend the insured against any "suit" if any As used anywhere in this Part, other other insurer has a duty to defend the insurer means a provider of other insurance. As insured against that "suit". If no other used in Paragraph c. below, insurer means a insurer defends, we will undertake to do so, provider of insurance. but we will be entitled to the insured's rights a. Primary Insurance against all those other insurers.
(3) When this insurance is excess over other This insurance is primary when insurance, we will pay only our share of the Paragraph b. below applies. If this insurance is amount of the loss, if any, that exceeds the primary, our obligations are not affected unless sum of: any of the other insurance is also primary.
Then, we will share with all that other insurance (a) The total amount that all such other by the method described in Paragraph c. below, insurance would pay for the loss in the except when Paragraph d. below applies. absence of this insurance; and (b) The total of all and self- b. Excess Insurance
insured amounts under all that other
(1) This insurance is excess over: insurance.
(a) Any of the other insurance, whether (4) We will share the remaining loss, if any, primary, excess, contingent or on any with any other insurance that is not other basis: described in this Excess Insurance
provision and was not bought specifically to (i) That is Fire, Extended Coverage, apply in excess of the Limits of Insurance Builder's Risk, Installation Risk or shown in the rations of this Coverage Part.
CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 15 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission.
Each
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COMMERCIAL GENERAL LIABILITY
c. Method Of Sharing a. The statements in the are
accurate and complete; If all of the other insurance permits contribution by equal shares, we will follow this method also. b. Those statements are based upon Under this each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations.
The unintentional omission of, or unintentional error
If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method, each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations.
Required By Written Contract 7. Separation Of Insureds
If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies:
contributory basis, this insurance is primary to
a. As if each Named Insured were the only other insurance that is available to Named Insured; and which covers such insured as a named insured, and we will not share with that other insurance, b. Separately to each insured against whom claim pro is made or "suit" is brought. vided that:
(1) The "bodily injury" or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us
(2) The "personal and advertising injury" for If the insured has rights to recover all or part of any whi h co e a e payment we have made under this Coverage Part, c v r g is sought is caused by an those rights are transferred to us. The insured must offense that is committed; do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. 5. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date for audit and retrospective premiums is the date SECTION V – DEFINITIONS shown as the due date on the bill. If the sum of 1. "Advertisement" means a notice that is broadcast or the advance and audit premiums paid for the published to the general public or specific market policy period is greater than the earned segments about your goods, products or services premium, we will return the excess to the first for the purpose of attra g customers or Named Insured. supporters. For the purposes of this definition:
c. The first Named Insured must keep records of a. Notices that are published include material the information we need for premium placed on the Internet or on similar computation, and send us copies at such times means of communication; and as we may request. b. Regarding websites, only that part of a website
6. Representations that is about your goods, products or services By for the purposes of attra customers or pting this policy, you agree:
supporters is considered an advertisement.
Includes copyrighted material of Insurance Services Office, Inc. with its permission. approach
specifically
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such insured
COMMERCIAL GENERAL LIABILITY
2. "Advertising injury": b. In, by or with any other ele onic means of communication, such as the Internet, if that a. Means injury caused by one or more of the material is part of: following offenses:
(1) Oral or written ation, including (1) Radio or television programming being publication by ele onic means, of material transmitted; in your "advertisement" that slanders or (2) Other entertainment, educational, libels a person or organization or instructional, music or news programming disparages a person's or organization's being transmitted; or goods, products or services, provided that
the claim is made or the "suit" is brought by (3) Advertising transmitted with any of such a person or organization that claims to have programming. been slandered or libeled, or that claims to 6. "Coverage territory" means: have had its goods, products or services disparaged; a. The United States of America (including its (2) Oral or written publi ion, including territories and possessions), Puerto Rico and pu Canada; blication by ele nic means, of material
in your "advertisement" that: b. International waters or airspace, but only if the (a) Appropriates a person's name, voice, injury or damage occurs in the course of travel photograph or likeness; or or transportation between any places included in Paragraph a. above; or (b) Unreasonably places a person in a false light; or c. All other parts of the world if the injury or damage arises out of: (3) Infringement of copyright, "title" or "slogan" in your "advertisement", provided that the (1) Goods or products made or sold by you in claim is made or the "suit" is brought by a the territory described in Paragraph a. person or organization that claims above;
ownership of such copyright, "title" or (2) The activities of a person whose home is in "slogan". the territory described in Paragraph a. b. Includes "bodily injury" caused by one or more above, but is away for a short time on your of the offenses described in Paragraph a. business; or
above. (3) "Personal and advertising injury" offenses
3. "Auto" means: that take place through the Internet or a. A land motor vehicle, trailer or semitrailer similar electronic means of communication; designed for travel on public roads, including provided the insured's responsibility to pay any attached machinery or equipment; or damages is determined in a "suit" on the merits in b. Any other land vehicle that is subject to a the territory described in Paragraph a. above, or in a compulsory or financial responsibility law, or settlement we agree to. other motor vehicle insurance law, where it is
7. "Electronic data" means information, facts or licensed or principally garaged. programs stored as or on, created or used on, or However, "auto" does not include "mobile transmitted to or from computer software (including equipment". systems and applications software), hard or floppy
4. "Bodily injury" means: disks, CD-ROMs, tapes, drives, cells, data a. Physical harm, including sickness or disease, processing devices or any other media are sus used with ele onically controlled equipment. tained by a person; or b. Mental anguish, injury or illness, or emotional 8. "Employee" includes a "leased worker". "Employee" distress, resulting at any time from such does not include a "temporary worker". physical harm, si ess or disease. 9. "Executive officer" means a person holding any of
5. "Broadcasting" means transmitting any audio or the officer positions created by your charter, visual material for any purpose: constitution, bylaws or any other similar governing a. By radio or television; or document.
CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 17 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. public
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COMMERCIAL GENERAL LIABILITY
10. "Good Samaritan services" means any emergency tracks, roadbeds, tunnel, underpass or medical services for which no compensation is crossing; demanded or received. (2) That indemnifies an archit engineer or
11. "Hostile fire" means a fire which mes surveyor for injury or damage arising out of:
ntrollable or breaks out from where it was (a) Preparing, approving, or failing to intended to be. prepare or approve, maps, shop
12. "Impaired property" means tangible property, other drawings, opinions, reports, surveys, than "your product" or "your work", that cannot be field orders, change orders or drawings used or is less useful because: and specifications; or
a. It incorporates "your product" or "your work" (b) Giving directions or instructions, or that is known or thought to be defe ve, failing to give them, if that is the defi nt, inadequate or dangerous; or primary cause of the injury or damage; or b. You have failed to fulfill the terms of a contract or agreement; (3) Under which the insured, if an architect, engineer or surveyor, assumes liability for if such property can be restored to use by the an injury or damage arising out of the repair, replacement, adjustment or removal of "your insured's rendering or failure to render product" or "your work" or your fulfilling the terms of professional services, including those listed the contract or agreement. in Paragraph (2) above and supervisory, 13. "Insured contract" means: inspection, archite ral or engineering a. A co activities. ntract for a lease of premises. However, that portion of the contract for a lease of 14. "Leased worker" means a person leased to you by a premises that indemnifies any person or labor leasing firm under an agreement between you organization for "premises damage" is not an and the labor leasing firm, to perform duties related "insured contract"; to the conduct of your business. "Leased worker" does not include a "temporary worker". b. A sidetrack agreement;
15. "Loading or unloading" means the handling of c. Any easement or license agreement, except in property: connection with construction or demolition
operations on or within 50 feet of a railroad; a. After it is moved from the place where it is pted for movement into or onto an aircraft, d. An obligation, as required by ordinance, to watercraft or "auto"; indemnify a municipality, except in connection with work for a muni ality; b. While it is in or on an aircraft, watercraft or "auto"; or e. An elevator maintenance agreement;
c. While it is being moved from an aircraft, f. That part of any other contract or agreement watercraft or "auto" to the place where it is pertaining to your business (including an finally delivered; indemnification of a municipality in conne n with work performed for a municipality) under but "loading or unloading" does not include the which you assume the tort liability of another movement of property by means of a mechanical party to pay for "bodily injury", "property device, other than a hand truck, that is not attached damage" or "personal injury" to a third person to the aircraft, watercraft or "auto". or organization. Tort liability means a liability 16. "Mobile equipment" means any of the following that would be imposed by law in the absence of types of land vehicles, including any attached any contr or agreement. machinery or equipment:
Paragraph f. does not include that part of any a. Bulldozers, farm machinery, forklifts and other contract or agreement: vehi s designed for use principally off public (1) That indemnifies a railroad for "bodily roads;
injury" or "property damage" arising out of b. Vehicles maintained for use solely on or next to constru n or demolition operations, premises you own or rent; within 50 feet of any railroad property and c. Vehicles that travel on wler treads; affecting any railroad bridge or trestle,
Includes copyrighted material of Insurance Services Office, Inc. with its permission. ect,
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COMMERCIAL GENERAL LIABILITY
d. Vehi s, whether self-propelled or not, b. An act or omission committed in providing or maintained primarily to provide mobility to failing to provide first aid or "Good Samaritan permanently mounted: services" to a person, unless you are in the business or occupation of providing (1) Power cranes, shovels, loaders, diggers or dri professional health care services. lls; or
(2) Road construction or resurfacing 18. "Personal and advertising injury" means "personal equipment such as graders, scrapers or injury" or "advertising injury". rollers; 19. "Personal injury":
e. Vehicles not described in Paragraph a., b., c.
a. Means injury, other than "advertising injury", or d. above that are not self-propelled and are maintained primarily to provide mobility to caused by one or more of the following pe m n n offenses: r a e tly attached equipment of the
following types: (1) False arrest, detention or imprisonment; (1) Air compressors, pumps and generators, (2) Malicious prose ion; including spraying, welding, building cleaning, geophysical exploration, lighting (3) The wrongful evi n from, wrongful entry and well servicing equipment; or into, or invasion of the right of private (2) Cherry pickers and similar devices used to occupancy of a room, dwelling or premises raise or lower workers; that a person occupies, provided that the wrongful eviction, wrongful entry or invasion f. Vehicles not described in Paragraph a., b., c. of the right of private occupancy is
or d. above maintained primarily for purposes
committed by or on behalf of the owner, other than the transportation of persons or landlord or lessor of that room, dwelling or cargo. premises; However, self-propelled vehicles with the
following types of permanently attached (4) Oral or written publication, including equipment are no "m bi e e u pm n " bu wil publication by electronic means, of material t o l q i e t t l be considered "autos": that slanders or libels a person or or disparages a person's or (1) Equipment designed primarily for:
(a) Snow removal; provided that the claim is made or the "suit" (b) Road maintenance, but not is brought by a person or organization that constru n or resurfacing; or claims to have been slandered or libeled, or that claims to have had its goods, products (c) Street ning; or services disparaged; or (2) Cherry pickers and similar devices mounted on automobile or truck chassis (5) Oral or written publication, including and used to raise or lower workers; and publication by electronic means, of material that: (3) Air compressors, pumps and generators,
including spraying, welding, building (a) Appropriates a person's name, voice, cleaning, geophysical exploration, lighting photograph or likeness; or and well servicing equipment. (b) Unreasonably places a person in a However, "mobile equipment" does not include any false light. land vehicle that is subject to a compulsory or financial responsibility law, or other motor vehicle b. Includes "bodily injury" caused by one or more insurance law, where it is licensed or principally of the offenses described in Paragraph a. garaged. Such land vehicles are considered above.
"autos". 20. "Pollutants" mean any solid, liquid, gaseous or
17. "Occurrence" means: thermal irritant or contaminant, including smoke, a. An accident, including continuous or repeated vapor, soot, fumes, ds, alkalis, chemicals and e po ure waste. Waste includes materials to be recycled, x s to substantially the same general ha m ul co di reconditioned or reclaimed. r f n tions; or CG T1 00 02 19 © 2017 The Travelers Indemnity Company. All rights reserved. Page 19 of 21 Includes copyrighted material of Insurance Services Office, Inc. with its permission. cle
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COMMERCIAL GENERAL LIABILITY
21. "Premises damage" means: contract calls for work at more than one job site. a. With res to the first paragraph of the exceptions in Exclusion j. of I – (c) When that part of the work done at a Coverage A – Bodily Injury And Property job site has been put to its intended Damage Liability, "property damage" to any use by any person or organization other premises while rented to you for a period of than another contractor or seven or fewer consecutive days, including the subcontractor working on the same contents of such premises; or project.
b. With respect to the exception to Exclusions c. Work that may need service, maintenance, through n. in the last paragraph of Paragraph 2. correction, repair or replacement, but which of Section I – Coverage A – Bodily Injury And is otherwise complete, will be treated as Property Damage Liability, "property damage" to completed. any premises while rented to you for a period of m b. Does not include "bodily injury" or "property ore than seven consecutive days, or while damage" arising out of: temporarily occupied by you with permission of the owner, caused by: (1) The transportation of property, unless the injury or damage arises out of a condition in (1) Fire; or on a vehicle not owned or operated by (2) Explosion; you, and that condition was created by the (3) Lightning; "loading or unloading" of that vehicle by any insured; (4) Smoke resulting from fire, explosion or
lightning; or (2) The existence of tools, uninstalled
equipment or abandoned or unused (5)
materials; or
But "premises damage" under this Paragraph
(3) Products or operations for which the b. does not include "property damage" to any classification, listed in the De rations or premises caused by:
in a policy Schedule, states that products- (1) Rupture, bursting, or operation of pressure completed operations are subject to the relief devices; General Aggregate Limit.
(2) Rupture or bursting due to expansion or 23. "Property damage" means:
swelling of the contents of any building or
a. Physical injury to tangible property, in ding all structure caused by or resulting from water; resulting loss of use of that property. All such or
loss of use will be deemed to at the time of
(3) Explosion of steam boilers, steam pipes, the physical injury that caused it; or steam engines or steam turbines. b. Loss of use of tangible property that is not
22. "Products-completed operations hazard": physically injured. All such loss of use will be deemed to occur at the time of the nce" a. Includes all "bodily injury" and "property that caused it. damage" occurring away from premises you o n o For the purposes of this insurance, "ele nic data" w r rent and arising out of "your product" or is not tangible property. "your work" except:
24. "Slogan": (1) Products that are still in your physical possession; or a. Means a phrase that others use for the purpose of attracting attention in their advertising. (2) Work that has not yet been completed or abandoned. However, "your work" will be b. Does not include a phrase used as, or in, the de m d co pl name of: e e m eted at the earliest of the following times: (1) Any person or organization, other than you; or (a) When all of the work called for in your
contract has been completed. (2) Any business, or any of the premises, goods, products, services or work, of any (b) When all of the work to be done at the person or organization, other than you. job site has been completed if your
Includes copyrighted material of Insurance Services Office, Inc. with its permission. pect
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COMMERCIAL GENERAL LIABILITY
25. "Suit" means a civil proceeding in which damages (a) You; because of "bodily injury", "property damage" or (b) Others trading under your name; or "personal and advertising injury" to which this
(c) A person or organization whose insurance applies are alleged. "Suit" includes:
business or assets you have acquired;
a. An arbitration proceeding in which such and
damages are claimed and to which the insured (2) Containers (other than vehicles), materials, must submit or does submit with our consent; parts or equipment furnished in connection or with such goods or products.
b. Any other alternative dispute resolution b. Includes:
proceeding in which such damages are claimed (1) Warranties or representations made at any and to which the insured submits with our time with respect to the fitness, quality, consent. durability, performance or use of "your
26. "Temporary worker" means a person who is product"; and furnished to you to substitute for a permanent
(2) The providing of or failure to provide "employee" on leave or to meet seasonal or short- warnings or instructions. term workload conditions. c. Does not include vending machines or other 27. "Title" means a name of a literary or artistic work. property rented to or located for the use of
28. "Unsoli d communication" means any others but not sold. communication, in any form, that the re ient of
31. "Your work": such communication did not spe fically request to receive. a. Means:
29. "Volunteer worker" means a person who is not your (1) Work or operations performed by you or on "employee", and who donates his or her work and your behalf; and acts at the direction of and within the scope of (2) Materials, parts or equipment furnished in duties determined by you, and is not paid a fee, connection with such work or operations. salary or other compensation by you or anyone else b. Includes: for their work performed for you. (1) Warranties or representations made at any 30. "Your product": time with respect to the fitness, quality, a. Means: durability, performance or use of "your (1) Any goods or products, other than real work"; and
property, manufactured, sold, handled, (2) The providing of or failure to provide distributed or disposed of by: or instructions.
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