Richmond City Council
July 11, 2023

CITY OF RICHMOND

STANDARD CONTRACT
Department: Public Works - Parks Project Manager: Janice Lee Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 231-3004
PR No: Vendor No: 6234 P.O./Contract No:
)escription of Service:
tree trimming, pruning and tree removal service on an as-needed basis The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and the following named Contractor:

Arboricultural Specialities, Inc.

Company Name: dba The Professional Tree Care Co.

Street Address: 2828 8th Street
City, State, Zip Code: Berkeley, CA 94710
Contact Person: Charles Slesinger
Telephone: (415) 265-0028 Email: [email protected] Business License No: 40064769 / Expiration Date: December 31, 2023 A California V corporation, limited liability corporation • general partnership, ] limited partnership, L individual, non-profit corporation, _ individual aba as [specify:].

Jother [specify:]

2. Term. The effective date of this Contract is July 11, 2023 and it terminates June 30, 2026 unless terminated as provided herein.

Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 500,000 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal corporation Arboricultural Specialities, Inc. dba The Professional Tree Care Co.

By:
мани (*The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:

I hereby certify that this Contract Title:
has been approved by City Council.

Date Signed:

By:

City Clerk
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:

By:

By: Title:_
City Attorney
Date Signed:

LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard ContracV/EJ/TE 9-26-07
For the Contract between the City of
Aroma Specialities, Inc.
dba The Professional Tree Care Co.

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Parks & Landscaping Superinten perform the following services and be compensated as outlined below:

Contractor shall provide on-call tree trimming, pruning and tree removal on an as-needed basis. A work plan, cost estimate and timeline must be submitted for each project.

Contractor is responsible for any damage to City and private property resulting from work on this project.

See Attachment #1 - Rate Sheet
SANCTUARY CITY CONTRACTING ORDINANCE COMPLIANCE STATEMENT Contractor agrees to comply with the provisions of the Richmond Sanctuary City Contracting Ordinance (SCCO, Ordinance No. 12-18).

Attachment #1
City strichniend Page 1 of 3
UI1CALL CALL TREE TRENG. FRUNHIS, AND TREE RELOVAL SERVICES, fil fil0320/2023-.03 PM PDT) Printed 082015073 Bid Results
Bidder Details
Vendor Name The Professional Tree Care Co.

Address 2828 8th Street
Berkeley, California 94710
United States
Respondee Charles Slesinge
lespondee Title Bid Coordinato
Phone 415-265-0028
Email [email protected]
Vendor Type
License # 676952
Bid Detail
Bid Format Electronic
Submitted 06/20/2023 7:41 AM (PDT)
Delivery Method
Bid Responsive
Bid Status Submitted
Confirmation # 335782
Respondee Comment
Buyer Comment
Attachments
File Title Fille Name File Type
Bid Schedule Completed.pdf Bid Schedule Completed.pdf General Attachment Planets, Irra.

City of Richeons Page 2013
OCAL TREE TREENG. PRUSIG, ARD TREE RENOVAL SERVICES, 0869 My A0 032012023-169 PM (PET) Print-s 6012012023 Line Items
Discount Terms No Discount
Item a Item Code Type llem Description QTY Comment
section 1- Tree Trimming
..- Tree Trimming up lo 12° (0BH) Each
Tree Trfmming 13° to 24° (OBH) Each
2 Tree Trimming 25 1036° (OBH) Esch
Tree Trimming 37 and over (0BH) Each 1
Sectlon 2- Tree and Stump Removal
Tree and Slump Remoralup 1o 12° (OBH) 1
Trea and Slump Removal 13° to 24° (0BH)
: Tree and Slumg Removal 25 to 36° (083)

8. Tree and Stump Removal 37" and Over (OBH)
section 3- Tree Felling (No Stump Removal Required)
Tree Feling up to 12° (03H)
10 10 Tree Felling 13° lo 24" (OBH)
11 Trao Feling 25 to 36°(0B
12 12 Tree Feting 37 and Over (0BH)
section 4 - Individuel Stung Grinding/emovel (Removal of stump Where no Tree Felling is Required 13 13 Stump Removalua to 12° (0BH)
14 14 Stump Removal 13° lo 24°
15 15 Stump Remoral 25(036° Each 1
16 16 Stump Removal 37" and Over (OBH) Esch
Seclion 5. Tree Pollarding (Only sublert to Trees that have been Trimmed and Pollared on Regular Basis) 17 17 Pollarding up to 12' (OBH) Esch Yes
18 18 Pollarting 13 to 24" (OBH) Each 1 Yes
19 19 Pollerding 25 to 36° (03H) Each Yes
20 20 Poltarding 37° and Over (OBH) Esch 1 Yes
Planallios, Inc.

City of Richard Page dors
OR-CALL TREE TRISONG. PRUZHUG, AND TREE REMOVAL SERVICES, Wilding on 0/20/2023 4.03 PM (PDT) Printed 062012023 Line Item Subtotals
Section Tille Line Total
Seation 1 - Tree Triniming $1,100.00
Sectlon 2 - Tree and Stump Removal $9,600.00
Section 3- Tree Felling (No Stump Removal Required) $6,675.00 Sectlon 4 - Individual Stump Grinding/Removal (Removal of Stump Whero no Tree Felling is Required • $1,200.00
Section 5 - Tree Pollarding (Only subject to Trees that have been Trimmed and Pollarded on Regular Basls) $1,375.00 • Grand Total $21,950.00
Plancides, Inc.

For the Contract between the City of
Rismansupa Specialities, Inc.
dba The Professional Tree Care Co.

EXHIBIT B

PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES

THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT

AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY MANAGER}

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Janice Lee Department: Public Works - Parks PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Janice Lee before payments shall be authorized.

5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

For the Contract between the City of
RibomaturaSpecialities, Inc.
dba The Professional Tree Care Co.

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1.1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Janice Lee
City of Richmond
3201 Leona Avenue
Richmond, CA 94804-0046

1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Charles Slesinger
Arboricultural Specialities, Inc.
dha The ProfAssional Tree Care C.....
2828 8th Street
Berkeley, CA 94710

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind Cily to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.

General Conditions/EJ/TE 01-19-11 2 of 13
Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon • request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract, and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.

General Conditions/EJ/TE 01-19-11 3 of 13
Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shali provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditlons/EJ/TE 01-19-11 4 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.

City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.

11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

General Conditions/EJ/TE 01-19-11 5 of 13

13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations S§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any shall survive the termination of this Contract for one (1) year.

15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the city tor public work or for goods or tor services to retrain trom discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13
City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

General Conditions/EJ/TE 01-19-11 10 of 13

29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.

32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use. for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of properly taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.

General Conditions/EJ/TE 01-19-11 12 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.

General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Risbmant Specialities, Inc.
dba The Professional Tree Care Co.

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

Sanctuary City Contracting Ordinance (SCCO). The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (" ICE" ). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G, prior to the execution of this Agreement.

CITY OF RICHMOND
Sanctuary City Comnliance Statement
The undersigned, an authorized agent of The Professional Tree Care Co. _ (hereafter "Contractor"), has had an opportunity to review the requirements of Cily of Richmond Ordinance 12-18 (hereafter "Sanctuary City understands the meaning of the following terms used in the SCCO:
a. "Data Broker" means cither of the following:
i. The collection of information, inchuding personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customer:
vhich include both private-sector business and govermnent ngencies The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. "Extreno Vetting" means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not cligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the terns of the Contract, it provides Data Broker or Extreme Vetting services to ICE.

Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.

By executing this Statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 Based on the foregoing, the undersigned declares under penalty of perjury under the lass of the State of California that the foregoing is true and correct. Executed this _20, at _. California.

Printed Name: Charles Siesinger _Title: Bid Coordinator Signed: Date: 6/27/23
Business Entity: Corporation
Vendor SCCO Compliance Statement (Aug(2020)
For the Contract between the City of
Richmond at Specialities, Inc.
dba The Professional Tree Care Co.

EXHIBIT F

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM Insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, Its agents, epresentatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract,
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liabllity insurance, CONTRACTOR shall look solely to Its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liabllity insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a walver of any right to subrogation which any such insurer of sai CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a walver of subrogation for Workers' Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made avallable to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or Its equivalent) with primary and non-contributory language.

4. Workers' Compensation Insurance as required by the State of California Including Employer's Liability

5. Original and Separate Waiver of Subrogation for Workers' Compensation and Builder's Risk/ Course of Construction Insurance.

6. Builder's Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property, - (Only required for Construction Contracts involving property)

7. Contractor's Pollution Liability (if applicable for Construction Contractors) Required Coverage Minimum Limits
Workers' Compensation and Statutory limits as required by the State of Californla including $1 million Employers' Liability Emplovers' Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self-- rostractor mist sign "Contractor Release of Liabilty" found at: If contractor is a sole proprietor (has no employees) than http://www.ci.richmond.ca.us/index.aspx?nid=61
Type 1 - Page 1 of 4
Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
General Liability PROJECT COST. REQUIRED LIMIT
(primary and excess limits $0 - $5 million $2 million p/o combined $5 million - $10 million $5 million p/o
Over $10 million $10 million plo
Fireworks $5 million p/o
Policy shall be endorsed to name the City of Richmond as an additiona insured per the conditions detailed below.

Automoblie Lability $1,000,000 per occurrence for bodily injury and property damage.

Coverage shall include all risks of direct physical loss, excluding earthquake, or an amount equal to the full completed value of the covered structure o placement value of alteratlons or additions, including soft costs an Builders' Risk/Course of business interruption.

Construction - Covers property If the project does not involve new or major reconstruction, an Installation under construction, repair or For such projects, a property installation floater renovation as well as equipment Floater may be acceptable. shall be obtained that provides for the improvement, remodel, modification, and materials to be installed. alteration, conversion or adjustment to existing bulldings, structures, processes, machinery and equipment. The Property Installation Floater (Only required for Construction shall provide property damage coverage for any building, structure, Projects involving property and machinery or equipment damaged, impaired, broken or destroyed during the equipment installation.) erformance of the Work, including during transit, installation and testing :

The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City:.

Contractor's Pollution Liability (if Same limits as General Liability. applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
/AC, paving, carpentry, pipeli
tank installation, driller
residential & commercial builders.

Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage Immediately and provide notice to City.

Additional Insured Endorsement Applicable to General Liability Coverage.

Type 1 - Page 2 of 4
Revised: September 2011
- Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Additional Insured Endorsement SAMPLE Endorsements can be found at (continued) http://www.ci.richmond.ca.us/index.aspx?nid=61 Primary and Noncontributory
Waiver of Subrogation Contractor's Insurer will provide a Waiver of Subrogation in favor of the City Endorsement Form for Workers Compensation and Builder's Risk/ Course of Constructior overage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured Any deductible or self-Insured retention must be declared to and approved Retentions by the City. At the option of the City either the Insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee In an amount equal to he deductible or self-insured retention guaranteeing payment of losses an elated investigations, claims administration and defense expenses Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

Loss Payable Endorsement (only Applicable to Builder's Risk/Course of Construction naming the City of required when Builder's Risk Richmond as Loss Payee,
insurance is regret ction
SURETY BONDS The Contractor shall provide:
(If a Public Works/Engineering 1. A Bid bond
Project) 2. A Performance Bond

3. A Payment Bond
Umbrella/Excess Liability Policies
f an Umbrella or Excess Liabllity Policy is used to meet the liability limits, coverage shall be as broad as specified fo inderlying coverages and cover those Insured in the underlying policies Claims-Made Policies
Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor, All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and Indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRÁCTOR, and/or CONTRACTOR's subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages ecoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Type 1 - Page 3 of 4
Revised: September 2011
Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 1:

Consultants and Contractors
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract, Should the CONTRACTOR cease to have Insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until services or the scope of work extend beyond the expiration dates of the required insurance pollcles initially approved b le City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, term and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days' prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only te le minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy an thus enforceable.

Type 1 - Page 4 of 4
Revised: September 2011

DATE (MAIDD/YYYY)
ACORD® CERTIFICATE OF LIABILITY INSURANCE
6/26/2023

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 INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements).

Danielle Kaiser
Cook, Disharoon & Greathouse, Inc. PHONE (510) 437-1900 [FAC, Mo): (520) 433-2979 E-MAIL [email protected]
16 Bryson Drive ADDRESS:

INSURERS) AFFORDING COVERAGE HAIC B
Sutter Creek CA 95685 INSURERA: Hartford Fixe Insurance Company 19682 INSURED INSURER B: Hartford Casualty Insurance Company 29424 Arboricultural Specialties, Inc. INSURER: Cypress Insurance Company 10855 DBA The Professional Iree Care Company INSURER D:
2828 8th Street INSURER E:

Berkeley 94710
COVERAGES CERTIFICATE NUMBER: CL.228416136#SURERF REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR T ADDL SUBR LIMITS

LIR TYPE OF INSURANCE INSO VIVO POLICY RUMBER
COMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000

DATAGE TO RENTES
CLAIMS MADE X| OCCUR PREMISES (Ea occurrence)
57UUNOK7529 8/4/2022 8/4/2023 MED EXP (Any one person)
Hook Liability
* Ovex the Road PERSONAL & ADV INJURY 1,000,000
GEN'L AGGREGATE LINIT APPLIES PER: GENERAL AGGREGATE 2,000,000 LOC PRODUCTS - COMPOP AGG 2,000,000
$
OTHER:

COMBINED SINGLE LIMI 1,000,000
AUTOMOBILE LIABILITY Ea acciden!
X ANY AUTO BODILY INJURY (Per person)
ALL OWNED SCHEDULED BODILY INJURY (Por accent)
57UENOL9673 8/1/2022 8/4/2023

AUTOS AUTOS

NON-OWNED PROPERTY DAMAGE
$

HIRED AUTOS AUTOS
UMBRELLA LIAB OCCUR EACH OCCURRENCE 10,000,000
EXCESS LIAB CLAIMS-MADE AGGREGATE 10,000,000
DED RETENTION S 57HAU0K7530 0/4/2022 8/4/2023

WORKERS COMPENSATION

AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETOR/PARTNER/EXECUTIVE EL. EACH ACCIDENT $ 1,000,000 OFFICERMEMBER EXCLUDED? N NIA
ARNC347626 8/4/2022 8/4/2023 EL. DISEASE - EA EMPLOYEE 1,000,000 EL. DISEASE - POLICY LIMIT 1,000,000
• Arborist Property Danag 57UU:0X7529 8/4/2022 8/4/2023 Per Occurrence $1,000,000 rofessional liabiliti
ESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is require a: On Call Tree Servic

CERTIFICATE HOLDER CANCELLATION
Janice_Lee@ci. richmond.ca.u

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Richmond Public Works Dept. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Parks Maintenance Division ACCORDANGE WITH THE POLICY PROVISIONS. 3201 Leona Ave AUTHORIZED REPRESENTAYNE
Richmond, CA 94804
Mellissa Robinson/DK
© 1988-2014 ACORD CORPORATION. All rights reserved.

ACORD 25(2014/01) The ACORD name and logo are registered marks of AGORD INS025 (201401)

COMMENTS/REMARKS
City of Richmond, it agents, representatives, employees and subcontractors are listed insureds with respects to General Liability,
Waiver of Subrogation form #BG00010916, Auto Liability & Waiver of Subrogation form Waiver of Subrogation for Workers Compensation Liability as per written contract.

OFREMARK COPYRIGHT 2000, AMS SERVICES INC.

POLICY NUMBER: 57UUNOK7529 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - SCHEDULED PERSON OR

ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s) Any person(s) or organization(s) are an additional insured when you have agreed, in a written contract or written agreement Location(s) Of Covered Operations
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to 2. If coverage provided to the additional insured is include as an additional insured the person(s) or required by a contract or agreement, the organization(s) shown in the Schedule, but only insurance afforded to such additional insured with respect to liability for "bodily injury", "property will not be broader than that which you are required by the contract or agreement to
caused, in whole or in part, by: provide for such additional insured.

1. Your acts or omissions; or B. With respect to the insurance afforded to these additional insureds, the following additional

2. Pee acts or omissions of those acting on your exclusions apply:
in the performance of your ongoing operations for This insurance does not apply to "bodily injury" or the additional insured(s) the location(s) "property damage" occurring after:
designated above. 1. All work, including materials, parts or However: equipment furnished in connection with such
work, on the project (other than service,

1. The insurance afforded to such additional maintenance or repairs) to be performed by or insured only applies to the extent permitted by on behalf of the additional insured(s) at the law; and
location of the covered operations has been
completed; or
CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 CG 20 10 04 13

2. That portion of "your work" out of which the 1. Required by the contract or agreement; or injury or damage arises has been put to its 2. Available under the applicable Limits of intended use by any person or organization Insurance shown in the Declarations; other than another contractor or subcontractor whichever is less. engaged in performing operations for a
principal as a part of the same project. This endorsement shall not increase the C. With respect to the insurance afforded to these applicable Limits of Insurance shown in the additional insureds, the following is added to Declarations.

Section Ill - Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

All terms and conditions apply unless modified by this endorsement.

POLICY NUMBER: 57UUNOK7529 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13

THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY,

ADDITIONAL INSURED - OWNERS, LESSEES OR

CONTRACTORS - COMPLETED OPERATIONS
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s) Any person(s) or organization(s) are an additional insured when you have agreed, in a written contract or written agreement.

Location and Description Of Completed Operations
Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to required by the contract or agreement to provide for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III - Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
inazaded in the "products-completed operations amount of insurance the additional insured is the

1. Required by the contract or agreement; or

1. The insurance afforded to such additional 2. Available under the applicable Limits of insured only applies to the extent permitted Insurance shown in the Declarations; whichever is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

All terms and conditions apply unless modified by this endorsement.

CG 20 37 04 13 @ Insurance Services Office, Inc., 2012 Page 1 of 1 Policy Number: 57UUNOK7529

COMMERCIAL GENERAL LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. (1) The "bodily injury" or "property damage" is Read the entire policy carefully to determine rights caused by an "occurrence" that takes duties and what is and is not covered. place in the "coverage territory"; Throughout this policy the words "you" and "your" (2) The "bodily injury" or "properly damage" refer to the Named Insured shown in the occurs during the policy period; and Declarations, and any other person or organization (3) Prior to the policy period, no insured listed qualifying as a Named Insured under this policy. The under Paragraph 1. of Section II - Who Is words "we", "us" and "our" refer to the stock An Insured and no "employee" authorized insurance company member of The Hartford
providing this insurance. a curren giver or receive coo or claim, knew that the
The word "insured" means or "bodily injury" or "property damage" had organization qualifying as such under Section || - occurred, in whole or in part. If such a Who Is An Insured. listed insured or authorized "employee" Other words and phrases that appear in quotation knew, prior to the policy period, that the marks have special meaning. Refer to Section V - "bodily injury" or "property damage" Definitions. occurred, then any continuation, change
or resumption of such "bodily injury" or
SECTION 1 - COVERAGES "properly damage" during or after the COVERAGE A BODILY INJURY AND PROPERTY policy period will be deemed to have been DAMAGE LIABILITY known prior to the policy period.

1. Insuring Agreement c. "Bodily injury" or "property damage" will be a. We will pay those sums that the insured deemed to have been known to have becomes legally obligated to pay as damages occurred at the earliest time when any because of "bodily injury" or "property insured listed under Paragraph 1. of Section I! damage" to which this insurance applies. We - Who is An Insured or any "employee" will have the right and duty to defend the authorized by you to give or receive notice of insured against any "suit" seeking those an "occurrence" or claim:
damages. However, we will have no duty to (1) Reports all, or any part, of the "bodily defend the insured against any "suit" seeking injury" or "property damage" to us or any damages for "bodily injury" or "property other insurer; damage" to which this insurance does not (2) Receives a written or verbal demand or apply. We may, at our discretion, investigate claim for damages because of the "bodily any "occurrence" and settle any claim or "suit" injury" or "property damage"; or that may result. But:
(3) Becomes aware by any other means that
(1) The amount we will pay for damages is "bodily injury" or "property damage" has limited as described in Section Ill - Limits
occurred or has begun to occur.

Of Insurance; and
d. Damages because of "bodily injury" include
(2) Our right and duty to defend ends when damages claimed by any person or we have used up the applicable limit of organization for care, loss of services or insurance in the payment of judgments or death resulting at any time from the "bodily settlements under Coverages A or B or injury".
medical expenses under Coverage C.
e. Incidental Medical Malpractice And Good
Vo other obligation or liability to pay sums o Samaritan Coverage erform acts or services is covered unless
explicitly provided for under Supplementary "Bodily injury" arising out of the rendering of Payments - Coverages A and B. or failure to render the following health care services by any "employee" or "volunteer
b. This insurance applies to "bodily injury" and worker" shall be deemed to be caused by an "property damage" only if: "occurrence" for:

HG 00 01 09 16 Page 1 of 21
© 2016 The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.) (1) Professional health care services such as: (a) Liability to such party for, or for the (a) Medical, surgical, dental, laboratory, x- cost of, that party's defense has also ray or nursing services or treatment, been assumed in the same "insured advice or instruction, or the related
furnishing of food or beverages; (b) Such attorney fees and litigation (Any health or therap service, expenses are for defense of that party treatment, advice or instruction; or against a civil or alternative dispute resolution which
(c) The furnishing or dispensing of drugs which this insurance or medical, dental, or surgical supplies
or appliances; or
c. Liquor Liability
(2) First aid services, which include: "Bodily injury" or "property damage" for which (a) Cardiopulmonary resuscitation, any insured may be held liable by reason of:
whether performed manually or with a
defibrillator; or (1) Causing or contributing to the intoxication of any person;
(b) Services performed as a Good
Samaritan. (2) The furnishing of alcoholic beverages to a person under the legal drinking age or
For the purpose of determining the limits of under the influence of alcohol; or insurance, any act or omission together with
all related acts or omissions in the furnishing (3) Any statute, ordinance or regulation of these services to any one person will be relating to the sale, gift, distribution or use considered one "occurrence". of alcoholic beverages.

However, this incidental Medical Malpractice This exclusion applies even if the claims against any insured allege negligence or
other wrongdoing in:
(a) The supervision, hiring, employment,
services described in this provision. training or monitoring of others by that

2. Exclusions insured; or
This insurance does not apply to: (b) Providing or failing to provide transportation with respect to any
a. Expected Or Intended Injury person that may be under the influence "Bodily injury" or "property damage" expected of alcohol; or intended from the standpoint of the if the "occurrence" which caused the "bodily insured. This exclusion does not apply to
injury" or "property damage", involved that
"bodily injury" or "property damage" resulting which is described in Paragraph (1), (2) or (3) from the use of reasonable force to protect above.
persons or property.
b. Contractual Liability are in
"Bodily injury" or "property damage" for which distributing, selling, serving or furnishing the insured is obligated to pay damages by alcoholic beverages. For the purposes of this reason of the assumption of liability in a exclusion, permitting a person to bring contract or agreement. This exclusion does alcoholic beverages on your premises, for not apply to liability for damages: consumption on your premises, whether or (1) That the insured would have in the not a fee is charged or a license is required absence of the contract or agreement; or for such activity, is not by itself considered the (2) Assumed in a contract or agreement that business of selling, serving or furnishing alcoholic beverages.
"insured contract", provided the
"bodily injury" or "property damage" d. Workers' Compensation And Similar Laws occurs subsequent to the execution of the Any obligation of the insured under a workers' contract or agreement. Solely for the compensation, disability benefits or ourooses of liability assumed in an unemployment compensation law or any "insured contract", reasonable attorney similar law.
fees and necessary litigation expenses e, Employer's Liability incurred by or for a party other than an
are deemed to "Bodily injury" to:
because of "bodily injury" or "property (1) An "employee" of the insured arising out of damage", provided: and in the course of:

(a) Employment by the insured; or the handling, storage, disposal, (b) Performing duties related to the processing or treatment of waste; conduct of the insured's business; or (c) Which are or were at any time (2) The spouse, child, parent, brother or sister transported, handled, stored, treated, of that "employee" as a consequence of disposed of, or processed as waste by Paragraph (1) above.

This exclusion applies: (i) Any insured; or
(1) Whether the insured may be liable as an * person or or nizegaly employer or in any other capacity; and whom legally
(2) To any obligation to share damages with responsible; or repay someone else who must pay (d) At or from any premises, site or location on which any insured or any
damages because of the injury.

This exclusion does not apply to liability contractors or subcontractors working directly or indirectly on any insured's
assumed by the insured under an "insured behalf are performing operations if the contract. "pollutants" are brought on or to the
f. Pollution premises, site or location in connection
(1) "Bodily injury" or "property damage" with such operations by such insured, out of the actual, alleged or contractor or subcontractor. However, threatened discharge, dispersal, seepage, this subparagraph does not apply to:
migration, release escape (i) "Bodily injury" or "properly damage" "pollutants": arising out of the escape of fuels,
(a) At or from any premises, site or lubricants or other operating fluids location which is or was at any time which are needed to perform the owned or occupied by, or rented or normal electrical, hydraulic or loaned to, any insured. However, this mechanical functions necessary for subparagraph does not apply to: the operation of "mobile equipment" (i) "Bodily injury" if sustained within a or its parts, if such fuels, lubricants or other operating fluids escape
building and caused by smoke, from a vehicle part designed to fumes, vapor or soot produced by hold, store or receive them. This or originating from equipment that exception does not apply if the is used to heat, cool or dehumidify "bodily injury" or "property damage" the building, or equipment that is arises out of the intentional used to heat water for personal
discharge, dispersal or release of
use, by the building's occupants or the fuels, lubricants or other their guests;
operating fluids, or if such fuels,
(ii) "Bodily injury" or "property damage" lubricants or other operating fluids for which you may be held liable, if
you are a contractor and the owner site or location with the intent that they be discharged, dispersed or
released as part of the operations
policy as an additional insured with being performed by such insured, respect to your ongoing operations contractor or subcontractor; that (i) "Bodily injury" or "property damage"
insured at that premises, site or sustained within a building and location and such premises, site or
location is not and never was
owned or occupied by, or rented or brought into that building in loaned to, any insured, other than connection with operations being that additional insured; or
(iii) "Bodily injury" or "property damage"
arising out of heat, smoke or fumes
ii) "Bodily injury" or "property damage
from a "hostile fire"; rising out of heat, smoke or fume (b) At or from any premises, site or
location which is or was at any time
used by or for any insured or others for (e) At or from any premises, site or location on which any insured or any
contractors or subcontractors working
HG 00 01 09 16 Page 3 of 21
directly or indirectly on any insured's to, premises you own or rent, provided the behalf are performing operations if the "auto" is not owned by or rented or loaned operations are to test for, monitor, to you or the insured; clean up, remove, contain, treat, (4) Liability assumed under any "insured detoxity or neutralize, or in any way contract for the ownership, maintenance respond to, or assess the effects of, or use of aircraft or watercraft; "pollutants". damage"
(5) "Bodily injury" or "property
(2) Any loss, cost or expense arising out of arising out of:
(a) The operation of machinery or
(a) Request, demand, order or statutory or equipment that is attached to, or part regulatory requirement that any of, a land vehicle that would qualify insured or others test for, monitor, under the definition of "mobile clean up, remove, contain, treat, equipment" if it were not subject to a detoxity or neutralize, or in any way compulsory or financial responsibility respond to, or assess the effects of, law or other motor vehicle insurance "pollutants"; or law where it is licensed or principally (b) Claim or suit by or on behalf of a garaged; or
governmental authority for damages (b) The operation of any of the machinery because of testing for, monitoring, or equipment listed in Paragraph f.(2) cleaning removing, containing, or f.(3) of the definition of "mobile treating, detoxifying or neutralizing, or equipment"; or in any way responding to, or assessing
the effects of, "pollutants". (6) An aircraft that is not owned by any insured and is hired, chartered or loaned
with a paid crew. However, this exception
does not apply if the insured has any other
insurance for such "bodily injury" or
the absence of such request, demand, "property damage", whether the other order Or statutory Or regulatory
insurance is primary, excess, contingent
requirement, or such claim or "suit" by or or on any other basis. on behalf of a governmental authority.
h. Mobile Equipment
g. Aircraft, Auto Or Watercraft
"Bodily injury" or "property damage" arising
"Bodily injury" or "property damage" arising out of:
out of the ownership, maintenance, use or
"auto" or (1) The transportation of "mobile equipment"
entrustment to others of any aircraft,
watercraft owned or operated by or rented or by an "auto" owned or operated by or loaned to any insured. Use includes operation rented or loaned to any insured; or and "loading or unloading". (2) The use of "mobile equipment" in, or while This exclusion applies even if the claims in practice for, or while being prepared for, against any insured allege negligence or any prearranged racing, speed, other wrongdoing in the supervision, hiring, demolition, or stunting activity. employment, training or monitoring of others i. War
by that insured, if the "occurrence" which "Bodily injury" or "property damage", however caused the "bodily injury" or "property caused, arising, directly or indirectly, out of:
damage" involved (1) War, including undeclared or civil war; (2) Warlike action by a military force, including
action in hindering or defending against an
insured. actual or expected attack, by any
overnment, sovereign or other authorit
This exclusion does not apply to: sing military personnel or other agent:
(1) A watercraft while ashore on premises you or
own or rent; (3) Insurrection, rebellion, revolution, usurped (2) A watercraft you do not own that is: power, or action taken by governmental (a) Less than 51 feet long; and authority in hindering or defending against (b) Not being used to carry persons for a
charge; i. Damage To Property
(3) Parking an "auto" on, or on the ways next "Property damage" to:

(1) Properly you own, rent, or occupy, This exclusion does not apply if the damaged including any costs or expenses incurred work or the work out of which the damage by you, or any other person, organization arises was performed on your behalf by a entity, for repair, subcontractor.
enhancement, restoration or maintenance m. Damage To Impaired Property Or Property of such properly for any reason, including Not Physically Injured prevention of injury to a person or damage
to another's property; "Property damas no in pied priy nie or (2) Premises you sell, give away or abandon, arising out of:
if the "property damage" arises out of any
part of those premises; (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or
(3) Property loaned to you; "your work"; or
(4) Personal properly in the care, custody or (2) A delay or failure by you or anyone acting control of the insured; on your behalf to perform a contract or (5) That particular part of real property on agreement in accordance with its terms. which you or any contractors or This exclusion does not apply to the loss of subcontractors use of other property arising out of sudden working directly or indirectly on your behalf and accidental physical injury "your are performing operations, if the "property product" or "your work" after it has been put damage" arises out of those operations; or to its intended use. (6) That particular part of any property that n. Recall Of Products, Work Or Impaired must be restored, repaired or replaced Property
because "your work" was incorrectly
Damages claimed for any loss, cost or
performed on it.
expense incurred by you or others for the loss
Paragraphs (1), (3) and (4) of this exclusion of use, withdrawal, recall, inspection, repair, do not apply to "property damage" (other than replacement, adjustment, removal or disposal damage by fire) to premises, including the of:
contents of such premises, rented to you for a
period of seven or fewer consecutive days. A (1) "Your product"; separate limit of insurance applies to Damage (2) "Your work"; or To Premises Rented To You as described in (3) "Impaired property"; Section JII - Limits Of Insurance.
if such product, work, or property is withdrawn
Paragraph (2) of this exclusion does not apply or recalled from the market or from use by if the premises are "your work" and were any person or organization because of a never occupied, rented or held for rental by known or suspected defect, deficiency, you. inadequacy or dangerous condition in it.
paragraph ranety mansarising on o. Personal And Advertising Injury lot apply to "property damage
"Bodily injury" arising out of "personal and
the use of elevators.
advertising injury".

Paragraphs (3), (4), (5) and (6) of this
exclusion do not apply to liability assumed P. Acrsonal tornation And Datarelated under a sidetrack agreement.

Liability
Paragraphs (3) and (4) of this exclusion do Damages arising out of:
not apply to "property damage" to borrowed
equipment while not being used to perform (1) Any access to or disclosure of any operations at the job site. person's or organization's confidential or perso infors, or esign mathents
customer lists, financial information, credit
"products-completed operations hazard".
card information, health information or any
k. Damage To Your Product
"Property damage" to "your product" arising (2) The loss of, loss of use of, damage to, out of it or any part of it. corruption of, inability to access, or I. Damage To Your Work inability to manipulate electronic data. "Property damage" to "your work" arising out
of it or any part of it and included in the claimed costs, monitoring expentlis, forensics expenses,
"products-completed operations hazard".

HG 00 01 09 16 Page 5 of 21
public relations expenses or any other loss, assess the effects of an "asbestos cost or expense incurred by you or others hazard"; or
arising out of that which is described in (c) Arise out of any claim or suit for Paragraph (1) or (2) above. damages because of testing for, However, unless Paragraph (1) above monitoring, cleaning up, removing, applies, this exclusion does not apply to encapsulating, containing, treating, damages because of "bodily injury". detoxifying or neutralizing or in any As used in this exclusion, electronic data way responding to or assessing the means information, facts or programs stored effects of an "asbestos hazard". as or on, created or used on, or transmitted to s. Recording And Distribution Of Material Or or from computer software, including systems Information In Violation Of Law and applications software, hard or floppy
"Bodily injury" or "properly damage" arising
disks, CD-ROMS, tapes, drives, cells, data directly or indirectly out of any action or processing devices or any other media which omission that violates or is alleged to violate:
are used with electronically controlled
equipment. (1) The Telephone Consumer Protection Act
(TCA), including any amendment of or

4. Employment-Related Practices addition to such law;
"Bodily injury" to: (2) The CAN-SPAM Act of 2003, including (1) A person arising out of any "employment- any amendment of or addition to such law; related practices"; or (3) The Fair Credit Reporting Act (FCRA), and (2) The spouse, child, parent, brother or sister any amendment of or addition to such law, of that person as a consequence of "bodily including the Fair and Accurate Credit injury" to that person at whom any Transaction Act (FACTA); or "employment-related practices" (4) Any federal, state or local statute, directed. ordinance or regulation, other than the
This exclusion applies: TCPA or CAN-SPAM Act of 2003 or FCRA injury-causing and their amendments and additions, that (1) Whether
described in the definition of "employment- addresses, prohibits or limits the printing, related practices" occurs dissemination, disposal, collecting, employment, during employment or after recording, sending, transmitting, employment of that person; communicating or distribution of material or information.
(2) Whether the insured may be liable as an
employer or in any other capacity; and Damage To Premises Rented To You - Exception For Damage By Fire, Lightning Or
(3) To any obligation to share damages with Explosion
or repay someone else who must pay
damages because of the injury. Exclusions c. through h. and j. through n. do not apply to damage by fire, lightning or explosion to
r. Asbestos
premises while rented to you or temporarily
(1) "Bodily injury" or "property damage" separate limit of insurance apies to this arising out of the "asbestos hazard".
(2) Any damages, judgments, settlements, coverage as described in Section ill - Limits Of Insurance.
loss, costs or expenses that:
(a) May be awarded or incurred by reason COVERAGE B PERSONAL AND ADVERTISING of any claim or suit alleging actual or INJURY LIABILITY threatened injury or damage of any 1. Insuring Agreement nature or kind to persons or property a. We will pay those sums that the insured which would not have occurred in
whole or in part but for the "asbestos
hazard";
(b) Arise out of any request, demand, the right and duty to defend the insured order or statutory or against any "suit" seeking those damages. requirement that any insured or others However, we will have no duty to defend the test for, monitor, clean up, remove, insured against any "suit" seeking damage:
encapsulate, contain, treat, detoxify or for "personal and advertising injury" to which neutralize or in any way respond to or this insurance does not apply. We may, at our

discretion, investigate any offense and settle use another's "advertising idea" in your any claim or "suit" that may result. But: "advertisement". (1) The amount we will pay for damages is g. Quality Or Performance Of Goods - limited as described in Section III - Limits Failure To Conform To Statements Of Insurance; and
"Personal and advertising injury" arising out of
(2) Our right and duty to defend end when we the failure of goods, products or services to have used up the applicable limit of conform with any statement of quality or insurance in the payment of judgments or performance made in your "advertisement". settlements under Coverages A or B or h. Wrong Description Of Prices medical expenses under Coverage C.
"Personal and adverfising injury" arising out of
No other obligation or liability to pay sums or
the wrong description of the price of goods,
perform acts or services is covered unless
products or services.
explicitly provided for under Supplementary
Payments - Coverages A and B. i. Infringement Of Intellectual Property b. This insurance applies to "personal and Rights
advertising injury" caused by an offense (1) "Personal and advertising injury" arising arising out of your business but only if the out of any actual or alleged infringement offense was committed in the "coverage or violation of any intellectual property territory" during the policy period. rights such copyright, patent, trademark, trade name, trade secret, trade

2. Exclusions
dress, service mark or other designation
This insurance does not apply to: of origin or authenticity; or a. Knowing Violation Of Rights Of Another (2) Any injury or damage alleged in any clam "Personal and advertising injury" arising out of or "suit" that also alleges an infringement an offense committed by, at the direction or or violation of any intellectual property with the consent or acquiescence of the right, whether such allegation of insured with the expectation of inflicting infringement or violation is made by you or "personal and advertising injury". by any other party involved in the claim or "suit", regardless of whether this
b. Material Published With Knowledge Of insurance would otherwise apply.

Falsity
However, this exclusion does not apply if the
"Personal and advertising injury" arising out of only allegation in the claim or "suit" involving oral, written or electronic publication, in any any intellectual property right is limited to:
manner, of material, if done by or at the
direction of the insured with knowledge of its (1) Infringement, in your "advertisement", of:
falsity. (a) Copyright;
c. Material Published Prior To Policy Period (b) Slogan; or "Personal and advertising injury" arising out of (c) Title of any literary or artistic work; or oral, written or electronic publication, in any
manner, of material whose first publication
ook place before the beginning of the policy
period
j. Insureds In Media And Internet Type
d. Criminal Acts Businesses
"Personal and advertising injury" arising out of "Personal and advertising injury" committed a criminal act committed by or at the direction by an insured whose business is:
of the insured.
e. Contractual Liability Alectising; broadcasting, publishing or "Personal and advertising injury" for which the (2) Designing or determining content of web insured has assumed liability in a contract or sites for others; or agreement. This exclusion does not apply to
liability for damages that the insured woul (3) An Internet search, access, content o service provider.
have in the absence of the contract or
agreement. However, this exclusion does not apply to
f. Breach Of Contract Paragraphs a., b. and c. of the definition o personal and advertising injury" under th
"Personal and advertising injury" arising out of a Definitions Section. breach of contract, except an implied contract to
HG 00 01 09 16 Page 7 of 21
For the purposes of this exclusion, the placing "Personal and advertising injury" arising out of frames, borders or links, or advertising, for of:
you or others anywhere on the Internet, is not (1) An "advertisement" for others on your web by itself, considered the business of site;
advertising, broadcasting, publishing or
(2) Placing a link to a web site of others on
telecasting.
your web site;
k. Electronic Chatrooms Or Bulletin Boards
(3) Content, including information, sounds,
"Personal and advertising injury" arising out of text, graphics, or images from a web site an electronic chatroom or bulletin board the of others displayed within a frame or insured hosts, owns, border on your web site; or
insured exercises control.
(4) Computer code, software or programming
I. Unauthorized Use Of Another's Name Or used to enable:

Product
(a) Your web site; or
"Personal and advertising injury" arising out of
the unauthorized use of another's name or (b) The presentation or functionality of an "advertisement" or other content on
product in your e-mail address, domain name
or metatags, or any other similar tactics to your web site. mislead another's potential customers. 4. Right Of Privacy Greated By Statute m. Pollution "Personal and advertising injury" arising out of "Personal and advertising injury" arising out of the violation of a person's right of privacy the actual, alleged or threatened discharge, created by any state or federal act. dispersal, seepage, migration, release or However, this exclusion does not apply to escape of "pollutants" at any time. liability for damages that the insured would n. Pollution-Related have in the absence of such state or federal act.

Any loss, cost or expense arising out of any:
r. Violation Of Anti-Trust law
(1) Request, demand, order or statutory or
"Personal and advertising injury" arising out of
regulatory requirement that any insured or
others test for, monitor, clean up, remove, a violation of any anti-trust law. contain, treat, detoxify or neutralize, or in s. Securities any way respond to, or assess the effects "Personal and advertising injury" arising out of of, "pollutants", or the fluctuation in price or value of any stocks, (2) Claim or suit by or on behalf of a bonds or other securities. governmental authority for damages t. Recording And Distribution Of Material Or because of testing for, monitoring, Information In Violation Of Law cleaning Up, removing, containing,
"Personal and advertising injury" arising
treating, detoxifying or neutralizing, or in directly or indirectly out of any action or any way responding to, or assessing the
effects of, "pollutants". omission that violates or is alleged to violate:
(1) The Telephone Consumer Protection Act
o. War
(TCPA), including any amendment of or
"Personal and advertising injury", however addition to such law; caused, arising, directly or indirectly, out of: (2) The CAN-SPAM Act of 2003, including (1) War, including undeclared or civil war; any amendment of or addition to such law; (2) Warlike action by a military force, including (3) The Fair Credit Reporting Act (FCRA), and action in hindering or defending against an any amendment of or addition to such law, actual or expected attack, by any including the Fair and Accurate Credit government, sovereign or other authority Transaction Act (FACTA); or using military personnel or other agents; (4) Any federal, state or local statute, or
ordinance or regulation, other than the
3) Insurrection, rebellion, revolution, usurper TCPA or CAN-SPAM Act of 2003 or FCRA ower. or action taken by governmenta and their amendments and additions, that authority in hindering or defending against
any of these.
p. Internet Advertisements And Content Of
Others communicating or distribution of material
or information.

u. Employment-Related Practices information or any other type of nonpublic "Personal and advertising injury" to: information.
(1) A person arising out of any "employment- Timed ision noision damage e related practices"; or
(2) The spouse, child, parent, brother or sister ublic relations expenses or any other loss of that person as a consequence of ost or expense incurred by you or other "personal and advertising injury" to that arising out of any access to or disclosure of person at whom any "employment-related any person's or organization's confidential o practices" are directed.

This exclusion applies: COVERAGE G MEDICAL PAYMENTS
(1) Whether the injury-causing event 1. Insuring Agreement described in the definition of "employment- a. We will pay medical expenses as describer related practices" occurs before ›elow for "bodily injury" caused by ar employment, during employment or after accident:
employment of that person; (1) On premises you own or rent; (2) Whether the insured may be liable as an (2) On ways next to premises you own or employer or in any other capacity; and
rent; or
(3) To any obligation to share damages with
or repay someone else who must pay (3) Because of your operations; damages because of the injury. provided that:
v. Asbestos (1) The accident takes place in the "coverage (1) "Personal and advertising injury" arising territory" and during the policy period; out of the "asbestos hazard". (2) The expenses are incurred and reported (2) Any damages, judgments, settlements, to us within three years of the date of the accident; and
loss, costs or expenses that:
(3) The injured person submits to
(a) May be awarded or incurred by reason
examination, at our expense, by
of any claim or suit alleging actual or
threatened injury or damage of any physicians of our choice as often as we reasonably require.
nature or kind to persons or property
• which would not have occurred in b. We will make these payments regardless of whole or in part but for the "asbestos fault. These payments will not exceed the hazard", applicable limit of insurance. We will pay
(b) Arise out of any request, demand, reasonable expenses for:
order Or statutory or regulatory (1) First aid administered at the time of an requirement that any insured or others accident;
test for, monitor, clean up, remove, (2) Necessary medical, surgical, X-ray and encapsulate, contain, treat, detoxify or dental services, including prosthetic neutralize or in any way respond to or devices; and
assess the effects of an "asbestos
(3) Necessary ambulance, hospital,
hazard"; or professional nursing and funeral services.
(c) Arise out of any claim or suit for 2. Exclusions
damages because of testing for,
monitoring, cleaning up, removing, We will not pay expenses for "bodily injury":
encapsulating, containing, treating, a. Any Insured
detoxifying or neutralizing or in any To any insured, except "volunteer workers". way responding to or assessing the
effects of an "asbestos hazard". b. Hired Person
w. Access Or Disclosure Of Confidential Or To a person hired to do work for or on behalf Personal Information of any insured or a tenant of any insured. "Personal and advertising injury" arising out of c. Injury On Normally Occupied Premises any access to or disclosure of any person's or To a person injured on that part of premises organization's confidential or personal you own or rent that the person normally information, including patents, trade secrets, occupies. processing methods, customer lists, financial d. Workers Compensation And Similar Laws information, credit card information, health
To a person, whether or not an "employee" of
HG 00 01 09 16 Page 9 of 21
any insured, if benefits for the "bodily injury" are party to the "suit", we will defend that indemnitee payable or must be provided under a workers' if all of the following conditions are met:
compensation or disability benefits law or a a. The "suit" against the indemnitee seeks similar law. damages for which the insured has assumed
e. Athletics Activities the liability of the indemnitee in a contract or To a person injured while practicing, agreement that is an "insured contract"; instructing or participating in any physical b. This insurance applies to such liability exercises or games, sports, or assumed by the insured;
contests. c. The obligation to defend, or the cost of the f. Products-Completed Operations Hazard defense of, that indemnitee, has also been Included within the "products-completed assumed by the insured in the same "insured operations hazard". contract;
g. Coverage A Exclusions d. The allegations in the "suit" and the information we know about the "occurrence"
Excluded under Coverage A are such that no conflict appears to exist SUPPLEMENTARY PAYMENTS - COVERAGES between the interests of the insured and the A AND B interests of the indemnitee;

1. We will pay, with respect to any claim we e. The indemnitee and the insured ask us to investigate or settle, or any "suit" against an conduct and control the defense of that insured we defend: indemnitee against such "suit" and agree that a. All expenses we incur. we can assign the same counsel to defend b. Up to $1,000 for cost of bail bonds required the insured and the indemnitee; and because of accidents or traffic law violations f. The indemnitee:
arising out of the use of any vehicle to which (1) Agrees in writing to:
the Bodily Injury Liability Coverage applies. (a) Cooperate with us in the investigation, We do not have to furnish these bonds.
settlement or defense of the "suit";
c. The cost of appeal bonds or bonds to release
(b) Immediately send us copies of any
altachments, but only for bond amounts demands, notices, summonses or legal within the applicable limit of insurance. We do
papers received in connection with the
not have to furnish these bonds.
"suit",
d. All reasonable expenses incurred by the (c) Notify any other insurer whose insured at our request to assist us in the
coverage is available to the
investigation or defense of the claim or "suit",
indemnitee; and
including actual loss of earnings up to $500 a
day because of time off from work. (d) Cooperate with us with respect to coordinating other applicable
e. All court costs taxed against the insured in
insurance available to the indemnitee;
"suit". However, such costs do not
include attorneys' fees, attorneys' expenses,
witness or expert fees, or any other expenses (2) Provides us with written authorization to:
of a party taxed to the insured. (a) Obtain records and other information f. Prejudgment interest awarded against the related to the "suit", and insured on that part of the judgment we pay. If (b) Conduct and control the defense of the we make an offer to pay the applicable limit of indemnitee in such "suit". insurance, we will not pay any prejudgment So long as the above conditions are met, interest based on that period of time after the attorneys' fees incurred by us in the defense of offer. that indemnitee,
g. All interest on the full amount of any judgment necessary litigation expenses incurred by us and that accrues after entry of the judgment and necessary litigation expenses incurred by the before we have paid, offered to pay, or indemnitee at our request will be paid as deposited in court the part of the judgment pia tot to tament Supplementary Payments. Notwithstanding the that is within the applicable limit of insurance. provisions of Paragraph 2.b.(2) of Section I - These payments will not reduce the limits of Coverage A - Bodily Injury And Property insurance. Damage Liability, such payments will not be
deemed to be damages for "bodily Injury" and

2. If we defend an insured against a "suit" and an
"properly damage" and will not reduce the limits
indemnitee of the insured is also named as a
of insurance.

Our obligation to defend an insured's indemnitee liability company), to a co-"employee" and to pay for attorneys' fees and necessary while in the course of his or her litigation expenses as Supplementary Payments employment or performing duties ends when: related to the conduct of your
a. We have used up the applicable limit of business, or to your other "volunteer insurance in the payment of judgments or workers" while performing duties settlements; or related to the conduct of your
business;
b. The conditions set forth above, or the terms of
the agreement described in Paragraph f. b) lo the spouse, child, parent, brother o sister of that co-employee" or tha
above, are no longer met.
"volunteer worker" as a consequence
SECTION II - WHO IS AN INSURED of Paragraph (1)(a) above;

1. If you are designated in the Declarations as: (c) For which there is any obligation to a. An individual, you and your spouse are share damages with or repay someone insureds, but only with respect to the conduct else who must pay damages because of a business of which you are the sole of the injury described in Paragraphs owner. (1)(a) or (1)(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. respect to the conduct of your business If you are not in the business of providing c. A limited liability company, you are an professional health care services:
insured. Your members are also insureds, but (a) Subparagraphs (1)(a), (1)(b) and (1)(c) only with respect to the conduct of your above do not apply to any "employee" business. Your managers are insureds, but or "volunteer worker" providing first aid only with respect to their duties as your services; and managers.
(b) Subparagraph (1)(d) above does not
d. An organization other than a partnership, joint apply to any nurse, emergency medical venture or limited liability company, you are technician or paramedic employed by an insured. Your "executive officers" and you to provide such services. directors are insureds, but only with respect to
their duties as your officers or directors. Your (2) "Property damage" to property:
stockholders are also insureds, but only with (a) Owned, occupied or used by, respect to their liability as stockholders. (b) Rented to, in the care, custody or e. A trust, you are an insured. Your trustees are control of, or over which physical also insureds, but only with respect to their control is being exercised for any duties as trustees. purpose by

2. Each of the following is also an insured: you, any of your "employees", "volunteer a. Employees And Volunteer Workers workers", any partner or member if you are a partnership or joint venture), or an!
Your "volunteer workers" only member (if you are a limited liability performing duties related to the conduct of
your business, or your "employees", other
than either your "executive officers" (if you are b. Real Estate Manager an organization other than a partnership, joint Any person (other than your "employee" or venture or limited liability company or your "volunteer worker"), or any organization while managers (if you are a limited liability acting as your real estate manager. company, but only for acts within the scope c. Temporary Custodians Of Your Property of their employment by you or
performing duties related to the conduct of my pers custody of you bro aly it proper your business.
but only:

However, none of these "employees" or (1) With respect to liability arising out of the "volunteer workers" are insureds for:
maintenance or use of that property; and
(1) "Bodily injury" or "personal and advertising
(2) Until your legal representative has been
injury": appointed.
(a) To you, to your partners or members (if d. Legal Representative If You Die you are a partnership or joint venture),
to your members (if you are a limited Your legal representative if you die, but only HG 00 01 09 16 Page 11 of 21
respect to duties as such. That 5. Additional Insureds When Required By representative will have all your rights and Written Contract, Written Agreement Or duties under this Coverage Part. Permit
e. Unnamed Subsidiary The following person(s) or organization(s) are an Any subsidiary, and subsidiary thereof, of additional insured when you have agreed, in a yours which is a legally incorporated entity of written contract, written agreement or because of which you own a financial interest of more a permit issued by a state or political subdivision, than 50% of the voting stock on the effective that such person or organization be added as an date of the Coverage Part. additional insured on your policy, provided the injury or damage occurs subsequent to the
The insurance afforded
execution of the contract or agreement.
subsidiary not named in this Coverage Part
as a named insured does not apply to injury A person or organization is an additional insured or damage with respect to which such insured under this provision only for that period of time is also a named insured under another policy required by the contract or agreement. or would be a named. insured under such However, no such person or organization is an policy but for its termination or the exhaustion insured under this provision if such person or of its limits of insurance. organization is included as an insured by an

3. Newly Acquired Or Formed Organization endorsement issued by us and made a part of this Coverage Part.

Any organization you newly acquire or form,
other than a partnership, joint venture or limited a. Vendors liability company, and over which you maintain Any person(s) or organization(s) (referred to financial interest of more than 50% of the voting below as vendor), but only with respect to stock, will qualify as a Named Insured if there is "bodily injury" or "property damage" arising no other similar insurance available to that out of "your products" which are distributed or organization. However: sold in the regular course of the vendor's a. Coverage under this provision is afforded only business and only if this Coverage Part until the 180th day after you acquire or form provides coverage for ""bodily injury" Or "property damage" included within the
the organization or the end of the policy
period, whichever is earlier; "products-completed operations hazard". b. Coverage A does not apply to "bodily injury" (1) The insurance afforded the vendor is or "property damage" that occurred before subject to the following additional exclusions:
you acquired or formed the organization; and
c. Coverage B does not apply to "personal and This insurance does not apply to:
advertising injury" arising out of an offense (a) "Bodily injury" or "property damage" for committed before you acquired or formed the which the vendor is obligated to pay organization. damages by reason of the assumption

4. Nonowned Watercraft of liability in a contract or agreement.

With respect to watercraft you do not own that is This exclusion does not apply to liability for damages that the vendor
less than 51 feet long and is not being used to would have in the absence of the carry persons for a charge, any person is an contract or agreement; insured while operating such watercraft with your
permission. Any other person or organization (b) Any express warranty unauthorized by responsible for the conduct of such person is
also an insured, but only with respect to liability
arising out of the operation of the watercraft, and
only if no other insurance of any kind is available vendor; to that person or organization for this liability. (d) Repackaging, except when unpacked However, no person or organization is an insured solely for the purpose of inspection, with respect to: demonstration,
a. "Bodily injury" to a co-"employee" of the substitution of parts under instructions person operating the watercraft; or from the manufacturer, and then repackaged in the original container;
b. "Property damage" to property owned by,
(e) Any failure to make such inspections,
rented to, in the charge of or occupied by you adjustments, tests or servicing as the or the employer of any person who is an
vendor has agreed to make or normally
insured under this provision.

undertakes to make in the usual This insurance does not apply to:
course of business, in connection with 1. Any "occurrence" which takes place after the distribution or sale of the products; you cease to lease that land; or (f) Demonstration, installation, servicing 2. Structural alterations, new construction or or repair operations, except such demolition operations performed by or on operations performed at the vendor's behaif of such person or organization. premises in connection with the sale of
the product; d. Architects, Engineers Or Surveyors
(g) Products which, after distribution or Any architect, engineer, or surveyor, but only sale by you, have been labeled or with respect to liability for "bodily injuand "property damage" "personal
relabeled or used as a container, part
advertising injury" caused, in whole or in part,
or ingredient of any other thing or
substance by or for the vendor; or by your acts or omissions or the acts or omissions of those acting on your behalf:
(h) "Bodily injury" or "property damage"
arising out of the sole negligence of the (1) In connection with your premises; or vendor for its own acts or omissions or (2) In the performance of your ongoing those of its employees or anyone else operations performed by you or on your acting on its behalf. However, this behalf.
exclusion does not apply to: With respect to the insurance afforded these (i) The exceptions contained in Sub- additional insureds, the following additional paragraphs (d) or (f); or exclusion applies:
(ii) Such inspections, adjustments, This insurance does not apply to "bodily tests or servicing as the vendor has injury", "property damage" or "personal and make normally advertising injury" arising out of the rendering undertakes to make in the usual of or the failure to render any professional course of business, in connection services by or for you, including:
with the distribution or sale of the 1. The preparing, approving, or failing to products. prepare or approve, maps, shop drawings,
(2) This insurance does not apply to any opinions, reports, surveys, field orders, insured person or organization, from change orders Or drawings and whom you have acquired such products, specifications; or or any ingredient, part or container, 2. Supervisory, inspection, architectural or entering into, accompanying or containing engineering activities. such products.

This exclusion applies even if the claims
b. Lessors Of Equipment against any insured allege negligence or (1) Any person(s) or organizations) from other wrongdoing in the supervision, hiring, whom you lease equipment; but only with employment, training or monitoring of others respect to their liability for "bodily injury".
"properly damage" or "personal and caused the "bodily injury" or "properly advertising injury" caused, in whole or in darson and at olen is caud the part, by your maintenance, operation or
use of equipment leased to you by such rendering of or the failure to render any person(s) or organization(s).
(2) With respect to the insurance afforded to e. Permits Issued By State Or Political these additional insureds this insurance
does not apply to any "occurrence" which Any state or political subdivision, but only with takes place after the equipment lease respect to operations performed by you or on expires. your behalf for which the state or political
c. Lessors Of Land Or Premises subdivision has issued a permit.

Any person or organization from whom you With respect to the insurance afforded these lease land or premises, but only with respect additional insureds, this insurance does not to liability arising out of the ownership, apply to:
maintenance or use of that part of the land or (1) "Bodily injury", "property damage" or premises leased to you. personal and advertising injury" arising With respect to the insurance afforded these but of operations performed for the state additional insureds the following additional or municipality; or exclusions apply:

HG 00 01 09 16 Page 13 of 21
(2) "Bodily injury" or "property damage" by that insured, if the "occurrence" which included within the "products-completed caused the "bodily injury" or "property operations hazard". damage", , or the offense which caused the f. Any Other Party "personal and advertising injury", involved the rendering of or the failure to render any
Any other person or organization who is not professional services by or for you. an additional insured under Paragraphs a.
through e. above, but only with respect to The limits of insurance that apply to additional liability for "bodily injury", "property damage" insureds is described in Section Ill - Limits Of or "personal and advertising injury" caused, in Insurance. whole or in part, by your acts or omissions or How this insurance applies when other insurance the acts or omissions of those acting on your is available to the additional insured is described behalf: in the Other Insurance Condition in Section IV - (1) In the performance of your ongoing Commercial General Liability Conditions. operations; No person or organization is an insured with respect (2) In connection with your premises owned to the conduct of any current or past partnership, by or rented to you; or joint venture or limited liability company that is not shown as a Named Insured in the Declarations.
(3) In connection with "your work" and
included within the "products-completed SECTION III - LIMITS OF INSURANCE operations hazard", but only if 1. The Most We Will Pay (a) The written contract or agreement The Limits of Insurance shown in the requires you to provide such coverage Declarations and the rules below fix the most we to such additional insured; and will pay regardless of the number of:
(b) This Coverage Part provides coverage a. Insureds;
for "bodily injury" or "property damage" b. Claims made or "suits" brought; or included within the "products-
completed operations hazard". c. Persons or organizations making claims or bringing "suits".

However:

2. General Aggregate Limit
(1) The insurance afforded to such additional
insured only applies the extent The General Aggregate Limit is the most we will permitted by law; and pay for the sum of:
(2) If coverage provided to the additional a. Medical expenses under Coverage C; insured is required by a contract or b. Damages under Coverage A, except agreement, the insurance afforded to such damages because of "bodily injury" or additional insured will not be broader than "properly damage" included in the "products- that which you are required by the contract completed operations hazard"; and agreement to provide for such c. Damages under Coverage B. additional insured.

3. Products-Completed Operations Aggregate
With respect to the insurance afforded to Limit
these additional insureds, this insurance does The Products-Completed Operations Aggregate not apply to: Limit is the most we will pay under Coverage A "Bodily injury", "property damage" or for damages because of "bodily injury" and "personal and advertising injury" arising out of "property damage" included in the "products- the rendering of, or the failure to render, any completed operations hazard". professional architectural, engineering or

4. Personal And Advertising Injury Limit
surveying services, including:

Subject to 2. above, the Personal and
(1) The preparing, approving, or failing to Advertising Injury Limit is the most we will pay prepare or approve, maps, shop drawings, under Coverage B for the sum of all damages opinions, reports, surveys field orders, because of all "personal and advertising injury" change orders or drawings
sustained by any one person or organization.
specifications; or
(2) Supervisory, inspection, architectural or 5. Each Occurrence Limit engineering activities. Subject to 2. or 3. above, whichever applies, the This exclusion applies even if the claims Each Occurrence Limit is the most we will pay for the sum of:
against any insured allege negligence or
other wrongdoing in the supervision, hiring, a. Damages under Coverage A; and employment, training or monitoring of others

b. Medical expenses under Coverage C a. Notice Of Occurrence Or Offense because of all "bodily injury" and "property You or any additional insured must see to it damage" arising out of any one "occurrence". that we are notified as soon as practicable of

6. Damage To Premises Rented To You Limit an "occurrence" or an offense which may result in a claim. To the extent possible,
Subject to 5. above, the Damage To Premises notice should include:

Rented To You Limit is the most we will pay
under Coverage A for damages because of (1) How, when and where the "occurrence" or "property damage" to any one premises, while offense took place; rented to you, or in the case of damage by fire, (2) The names and addresses of any injured lightning or explosion, while rented to you or persons and witnesses; and temporarily occupied by you with permission of (3) The nature and location of any injury or damage arising out of the occurrence" or
offense.
b. Notice Of Claim
You Limit applies to all damage proximately
caused by the same event, whether such If a claim is made or "suit" is brought against damage results from fire, lightning or explosion any insured, you or any additional insured or any combination of these. must:

7. Medical Expense Limit (1) Immediately record the specifics of the claim or "suit" and the date received; and
Subject to 5. above, the Medical Expense Limit is
the most we will pay under Coverage C for all (2) Notify us as soon as practicable. medicai expenses because of "bodily injury" You or any additional insured must see to it sustained by any one person. that we receive written notice of the claim or

8. How Limits Apply To Additional Insureds "suit" as soon as practicable.

If you have agreed in a written contract or written c. Assistance And Cooperation Of The agreement that another person or organization Insured
be You and any other involved insured must:
added as an additional insured on your policy, (1) Immediately send us copies of any the most we will pay on behalf of such additional demands, notices, summonses or legal insured is the lesser of: papers received in connection with the a. The limits of insurance specified in the written claim or "suit"; contract or written agreement; or (2) Authorize us to obtain records and other b. The Limits of Insurance shown in the information;
Declarations. (3) Cooperate with us in the investigation or Such amount shall be a part of and not in settlement of the claim or defense against addition to Limits of Insurance shown in the the "suit"; and Declarations and described in this Section. (4) Assist us, upon our request, in the The Limits of Insurance of this Coverage Part apply enforcement of any right against any person separately to each consecutive annual period and to or arganization which may be liable to the any remaining period of less than 12 months, insured because of injury or damage to starting with the beginning of the policy period which this insurance may also apply. shown in the Declarations, unless the policy period d. Obligations At The Insureds Own Cost is extended after issuance for an additional period of
less than 12 months. In that case, the additional No insured will, except at that insured's own cost, voluntarily make a payment, assume
eriod will be deemed part of the last precedin
eriod for purposes of determining the Limits ( any obligation, or incur any expense, other than for first aid, without our consent.

Insurance.
- COMMERCIAL GENERAL e. Additional Insureds Other Insurance

SECTION
LIABILITY CONDITIONS If we cover a claim or "suit" under this

1. Bankruptcy Coverage Part that may also be covered by other insurance available to an additional
Bankruptcy or insolvency of the insured or of the insured, such additional insured must submit insured's estate will not relieve us of our such claim or "suit" to the other insurer for obligations under this Coverage Part. defense and indemnity.

2. Duties In The Event Of Occurrence, Offense, However, this provision does not apply to the Claim Or Suit extent that you have agreed in a written
HG 00 01 09 16 Page 15 of 21
contract or written agreement that this b. Excess Insurance insurance is primary and non-contributory This insurance is excess over any of the other with the additional insured's own insurance. insurance, whether primary, excess, f. Knowledge Of An Occurrence, Offense, contingent or on any other basis:

Claim Or Suit (1) Your Work
Paragraphs a. and b. apply to you or to any That is Fire, Extended Coverage, Builder's additional insured only when such
Risk, Installation Risk or similar coverage
"occurrence", offense, claim or "suít" is known for "your work"; to:
(2) Premises Rented To You
(1) You or any additional insured that is an
individual; That is fire, lightning or explosion
insurance for premises rented to you or
(2) Any partner, if you or the additional temporarily occupied by you with insured is a partnership; permission of the owner;
(3) Any manager, if you or the additional (3) Tenant Liability insured is a limited liability company;
That is insurance purchased by you lo
(4) Any "executive officer" or insurance cover your liability as a tenant for manager, if you or the additional insured is "property damage" to premises rented to a corporation;
you or temporarily occupied by you with
(5) Any trustee, if you or the additional permission of the owner; insured is a trust; or (4) Aircraft, Auto Or Watercraft (6) Any elected or appointed official, if you or If the loss arises out of the maintenance or the additional insured is a political use of aircraft, "autos" or watercraft to the subdivision or public entity. extent not subject to Exclusion g. of This duty applies separately to you and any Section 1 - Coverage A - Bodily Injury additional insured. And Properly Damage Liability;

3. Legal Action Against Us (5) Property Damage To Borrowed No person or organization has a right under this Equipment Or Use Of Elevators Coverage Part: If the loss arises out of "property damage" a. To join us as a party or otherwise bring us to borrowed equipment or the use of into a "suit" asking for damages from an elevators to the extent not subject to insured; or Exclusion j. of Section I - Coverage A -
Bodily Injury And Property Damage
b. To sue us on this Coverage Part unless all of Liability; its terms have been fully complied with.
(6) When You Are Added As An Additional
A person or organization may sue us to recover Insured To Other Insurance on an agreed settlement or on a final judgment
against an insured; but we will not be liable for Any other insurance available to you damages that are not payable under the terms of covering liability for damages arising out this Coverage Part of the premises or operations, or products that are in excess of the applicable limit of and completed operations, for which you settlement means a have been added as an additional insurec insurance. An agreed
settlement and release of liability signed by us,
the insured and the claimant or the claimant's (7) When You Add Others As An legal representative. Additional Insured To This Insurance

4. Other Insurance Any other insurance available to an
If other valid and collectible insurance is additional insured. available to the insured for a loss we cover under However, the following provisions apply to Coverages A or B of this Coverage Part, our other insurance available to any person or obligations are limited as follows: organization who is an additional insured a. Primary Insurance under this coverage part.

This insurance is primary except when b. (a) Primary Insurance When Required below applies. If other insurance is also By Contract
primary, we will share with all that other This insurance is primary if you have insurance by the method described in c agreed in a written contract or written below. agreement that this insurance be
primary. If other insurance is also

primary, we will share with all that 5. Premium Audit
other insurance by the method a. We will compute all premiums described in c. below. Coverage Part in accordance with our rules (b) Primary And Non-Contributory To
Other Insurance When Required By b. Premium shown in this Coverage Part as Contract
advance premium is a deposit premium only.

If you have agreed in a written At the close of each audit period we will contract, written agreement, or permit compute the earned premium for that period that this insurance is primary and non- and send notice to the first Named Insured. contributory with the additional The due date for audit and retrospective insured's own insurance, this insurance premiums is the date shown as the due date is primary and we will not seek on the bill. If the sum of the advance and contribution from that other insurance. audit premiums paid for the policy period is Paragraphs (a) and (b) do not apply to greater than the earned premium, we will return the excess to the first Named Insured.
other insurance to which the additional
insured has been added as an additional c. The first Named Insured must keep records of insured. the information we need for premium
When this insurance is excess, we will have computation, and send us copies at such no duty under Coverages A or B to defend times as we may request. the insured against any "suit" if any other 6. Representations insurer has a duty to defend the insured a. When You Accept This Policy against that "suit". If no other insurer defends,
we will undertake to do so, but we will be By accepting this policy, you agree:
entitled to the insured's rights against all (1) The statements in the Declarations are those other insurers. accurate and complete;
When this insurance is excess over other (2) Those statements are based upon insurance, we will pay only our share of the representations you made to us; and amount of the loss, if any, that exceeds the (3) We have issued this policy in reliance sum of: upon your representations.
(1) The total amount that all such other b. Unintentional Failure To Disclose Hazards insurance would pay for the loss in the
If unintentionally you should fail to disclose all
absence of this insurance; and
hazards relating to the conduct of your
(2) The total of all deductible and self-insured business that exist at the inception date of amounts under all that other insurance. this Coverage Part, we shall not deny We will share the remaining loss, if any, with coverage under this Coverage Part because any other insurance that is not described in of such failure. this Excess Insurance provision and was not 7. Separation Of Insureds bought specifically to apply in excess of the
Limits of Insurance shown in the Declarations Except with respect to the Limits of Insurance, of this Coverage Part. and any rights or duties specifically assigned in this Coverage Part to the first Named Insured,
c. Method Of Sharing
If all of the other insurance permits a. As if each Named Insured were the only contribution by equal shares, we will follow Named Insured: and this method also. Under this approach each
insurer contributes equal amounts until it has b. Separately to each insured against whom claim is made or "suit" is brought
paid its applicable limit of insurance or none
of the loss remains, whichever comes first. 3. Transfer Of Rights Of. Recovery Agains If any of the other insurance does not permit Others To Us contribution by equal shares, we will a. Transfer Of Rights Of Recovery contribute by limits. Under this method, each If the insured has rights to recover all or part insurer's share is based on the ratio of its of any payment, including Supplementary applicable limit of insurance to the total we have made under this applicable limits of insurance of all insurers. Coverage Part, those rights are transferred to us. The insured must do nothing after loss to
HG 00 01 09 16 Page 17 of 21
impair them. At our request, the insured will other motor vehicle insurance law where it is bring "suit" or transfer those rights to us and licensed or principally garaged. help us enforce them.
b. Waiver Of Rights Of Recovery (Waiver Of However "auto" does not include "mobile Subrogation) 5. "Bodily injury" means physical:

If the insured has waived any rights of a. Injury;
recovery against any person or organization
for all or part of any payment, including b. Sickness; or Supplementary Payments, we have made c. Disease
under this Coverage Part, we also waive that sustained by a person and, if arising out of the right, provided the insured waived their rights above, mental anguish or death at any time. of recovery against such person or
agreement or 6. "Coverage territory" means:
organization in a contract,
permit that was executed prior to the injury or a. The United States of America (including its damage. territories and possessions), Puerto Rico and

9. When We Do Not Renew Canada;
If we decide not to renew this Coverage Part, we b. International waters of airspace, but only if will mail or deliver to the first Named Insured the injury or damage occurs in the course of shown in the Declarations written notice of the travel or transportation between any places included in a. above; or
nonrenewal not less than 30 days before the
expiration date. c. All other parts of the world if the injury or If notice is mailed, proof of mailing will be damage arises out of:
sufficient proof of notice. (1) Goods or products made or sold by you in SECTION V - DEFINITIONS the territory described in a. above;

1. "Advertisement" means the widespread public (2) The activities of a person whose home is in the territory described in a. above, but is
away for a short time on your business; or
products or services through: (3) "Personal and advertising injury" offenses a. (1) Radio; that take place through the Internet or
similar electronic means of communication
(2) Television;
provided the insured's responsibility to pay
(3) Billboard; damages is determined in the United States of (4) Magazine; America (including its territories and possessions), (5) Newspaper; or Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory or
b. Any other publication that is given widespread in a settlement we agree to. public distribution.

7. "Employee" includes "leased worker".

However, "advertisement" does not include: "Employee" does not include a "temporary a. The design, printed material, information or worker". images contained in, on or upon the 8. "Employment-Related Practices" means:
packaging or labeling of any goods or
products; or a. Refusal to employ that person;
b. An interactive conversation between or b. Termination of that person's employment; or among persons through a computer network. c. Employment-related practices, policies, acts

2. "Advertising idea" means any idea for an or omissions, such as coercion, demotion "advertisement". evaluation, reassignment, unliption.
defamation, harassment,

3. "Asbestos hazard" means an exposure or discrimination or malicious prosecution threat of exposure to the actual or alleged
directed at that person.
properties of asbestos and includes the mere
presence of asbestos in any form. 9. "Executive officer" means a person holding any of the officer positions created by your charter,

4. "Auto" means: constitution, by-laws or any other similar a. A land motor vehicle, trailer or semitrailer governing document. designed for travel on public roads, including 10. "Hostile fire" means one which becomes any attached machinery or equipment; or uncontrollable or breaks out from where it was b. Any other land vehicle that is subject to a intended to be. compulsory or financial responsibility law or

11. "Impaired property" means tangible property, (a) Preparing, approving, or falling to other than "your product" or "your work", that prepare or approve, maps, shop cannot be used or is less useful because: drawings, opinions, reports, surveys, a. It incorporates "your product" or "your work" field orders, change orders or drawings that is known or thought to be defective, and specifications; or deficient, inadequate or dangerous; or (b) Giving directions or instructions, or b. You have failed to fulfill the terms of a failing to give them, if that is the contract or agreement; primary cause of the injury or damage; if such property can be restored to use by the
repair, replacement, adjustment or removal of (2) Under which the insured, if an architect, "your product" or "your work", or your fulfilling the engineer or surveyor, assumes liability for terms of the contract or agreement. an injury or damage arising out of the insured's rendering or failure to render

12. "Insured contract" means:
professional services, including those listed
a. A contract for a lease of premises. However, in (1) above and supervisory, inspection, that portion of the contract for a lease of architectural or engineering activities. premises that indemnifies any person or 13. "Leased worker" means a person leased to you organization for damage by fire, lightning or
by a labor leasing firm under an agreement
explosion to premises while rented to you or
between you and the labor leasing firm, to
temporarily occupied by you with permission perform duties related to the conduct of your of the owner is subject to the Damage to business. "Leased worker" does not include a Premises Rented To You Limit described in
"temporary worker".

Section III - Limits of Insurance;

14. "Loading or unloading" means the handling of
b. A sidetrack agreement;
property:
c. Any easement license agreement,
. After it is moved from the place where it i
including an easement or license agreement
ccented for movement into or onto a
in connection with construction or demolition
aircraft, watercraft or "auto";
operations on or within 50 feet of a railroad;
b. While it is in or on an aircraft, watercraft or
d. An obligation, as required by ordinance, to "auto"; or indemnify a municipality, except in connection
with work for a municipality; c. While It is being moved from an aircraft, watercraft or "auto" to the place where it is"
e. An elevator maintenance agreement;
finally delivered;
f. That part of any other contract or agreement but "loading or unloading" does not include the pertaining to your business (including an movement of property by means of a mechanical indemnification of a municipality in connection that is not device, other than a hand truck,
with work performed for a municipality under altached to the aircraft, watercraft or "auto". which you assume the tort liability of another
party to pay for "bodily injury" or "property 15. "Mobile equipment" means any of the following damage" to a third person or organization, types of land vehicles, including any attached provided the "bodily injury" or "property machinery or equipment:
damage" is caused, in whole or in part, by a. Bulldozers, farm machinery, forklifts and other you or by those acting on your behalf. Tort vehicles designed for use principally off public liability means a liability that would be roads;
imposed by law in the absence of any b. Vehicles maintained for use solely on or next to premises you own or rent;
Paragraph f. includes that part of any contract c. Vehicles that travel on crawler treads; or agreement that indemnifies a railroad for
"bodily injury" or "property damage" arising d. Vehicles, whether self-propelled or not, maintained primarily to provide mobility to
within co feet any dama properly on permanently mounted:
affecting any railroad bridge or trestle, tracks, (1) Power cranes, shovels, loaders, diggers or road-beds, tunnel, underpass or crossing. drills; or
However, Paragraph f. does not include that (2) Road construction or resurfacing part of any contract or agreement: equipment such as graders, scrapers or rollers;
(1) That indemnifies an architect, engineer or
survevor for injury or damage arising out e. Vehicles not described in a., b., c. or d. above that are not self-propelled and are maintained
HG 00 01 09 16 Page 19 of 21
primarily to provide mobility to permanently e. Oral, written or electronic publication, in any attached equipment of the following types: manner, of material that violates a person's right of privacy;
(1) Air compressors, pumps and generators,
including spraying, welding, building f. Copying, in your "advertisement", a person's cleaning, geophysical exploration, lighting or organization's "advertising idea" or style of and well servicing equipment; or "advertisement"; or
(2) Cherry pickers and similar devices used to g. Infringement of copyright, slogan, or title of raise or lower workers; any literary or artistic work, in your f. Vehicles not described in a., b., c. or d. above "advertisement". maintained primarily for purposes other than 18. "Pollutants" mean any solid, liquid, gaseous or the transportation of persons or cargo. thermal irritant or contaminant, including smoke, However, self-propelled vehicles with the vapor, soot, fumes, acids, alkalis, chemicals and following types of permanently attached waste. Waste includes materials to be recycled, equipment are not "mobile equipment" but will reconditioned or reclaimed. be considered "autos": 19. "Products-completed operations hazard":
(1) Equipment designed primarily for: a. Includes all "bodily injury" and "property (a) Snow removal; damage" occurring away from premises you own or rent and arising out of "your product"
(b) Road maintenance, but not or "your work" except:
construction or resurfacing; or
(1) Products that are still in your physical
(c) Street cleaning; possession; or
(2) Cherry pickers and similar devices (2) Work that has not yet been completed or mounted on automobile or truck chassis abandoned. However, "your work" will be and used to raise or lower workers; and deemed completed at the earliest of the (3) Air compressors, pumps and generators, following times:
including spraying, welding, building (a) When all of the work called for in your cleaning, geophysical exploration, lighting contract has been completed. and well servicing equipment.
(b) When all of the work to be done at the
However, "mobile equipment" does not include job site has been completed if your any land vehicle that is subject to a compulsory contract calls for work at more than or financial responsibility law or other motor one job site. vehicle insurance law where it is licensed or
principally garaged. Land vehicles subject to a (c) When that part of the work done at a compulsory or financial responsibility law or other job site has been put to its intended motor vehicle insurance law are considered use by any person or organization "autos". other than another contractor or
subcontractor working on the same

16. "Occurrence" means an accident, including project.
continuous or repeated exposure to substantially
Work that may need service,
the same general harmful conditions.
maintenance, correction, repair or

17. "Personal and advertising injury" means replacement, but which is otherwise injury, including consequential "bodily injury", complete, will be treated as completed. arising out of one or more of the following
b. Does not include "bodily injury" or "property
damage" arising out of:
a. False arrest, detention or imprisonment;
(1) The transportation of properly, unless the
b. Malicious prosecution; injury or damage arises out of a condition c. The wrongful eviction from, wrongful entry in or on a vehicle not owned or operated into, or invasion of the right of private by you, and that condition was created by occupancy of a room, dwelling or premises the "loading or unloading" of that vehicle that a person or organization occupies,
committed by or on behalf of its owner, (2) The existence of tools, uninstalled landlord or lessor; equipment or abandoned or unused
d. Oral, written or electronic publication, in any materials; or manner, of material that slanders or libels a (3) Products or operations for which the or organization or disparages a classification, listed in the Declarations or person's or organization's goods, products or in a policy Schedule, states that products- services;

completed operations are subject to the 24. "Your product":

General Aggregate Limit. a. Means:

20. "Property damage" means: (1) Any goods or products, other than real a. Physical injury to tangible property, including properly, manufactured, sold, handled, all resulting loss of use of that property. All distributed or disposed of by:
such loss of use shall be deemed to occur at (a) You;
the time of the physical injury that caused it;
(b) Others trading under your name; or
Or
b. Loss of use of tangible property that is not (c) A person or organization whose business or assets you have acquired;
physically injured. All such loss of use shall and
be deemed to occur at the time of the
"occurrence" that caused it. (2) Containers (other than vehicles), As used in this definition, computerized or materials, parts or equipment furnished in connection with such goods or products.
electronically stored data, programs or software
are not tangible property. Electronic data means b. Includes information, facts or programs: (1) Warranties or representations made at a. Stored as or on; any time with respect to the fitness, b. Created or used on; or quality, durability, performance or use of "your product", and
c. Transmitted to or from;
(2) The providing of or failure to provide
computer software, including I systems and warnings or instructions. applications software, hard or floppy disks, CD-
ROMS, tapes, drives, cells, data processing c. Does not include vending machines or other devices or any other media which are used with property rented to or located for the use of electronically controlled equipment. others but not sold.

21. "Suit" means a civil proceeding in which 25. "Your work":
damages because of "bodily injury", "property a. Means:
damage" or "personal and advertising injury" to (1) Work or operations performed by you or which this Insurance applies are alleged. "Suit" on your behalf; and includes:
(2) Materials, parts or equipment furnished in
a. An arbitration proceeding in which such connection with such work or operations. damages are claimed and to which the
insured must submit or does submit with our b. Includes consent; or (1) Warranties or representations made at
alternative dispute resolution any time with respect to the fitness, b. Any other
proceeding in which are quality, durability, performance or use of such damages
"your work", and
claimed and to which the insured submits with
our consent. (2) The providing of or failure to provide warnings or instructions.
furnished to you to substitute for a permanent
short-term workload conditions.

23. "Volunteer worker" means a person who
a. Is not your "employee";
b. Donates his or her work;
c. Acts at the direction of and within the scope
of duties determined by you; and
d. Is not paid a fee, salary or other
compensation by you or anyone else for their
work performed for you.

HG 00 01 09 16 Page 21 of 21
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 04 10 C (Ed. 01-19)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT-CALIFORNIA

BLANKET BASIS
The additional premium for this endorsement shall be calculated by applying a factor of 2% to the total manual premium, with a minimum initial charge of $350, then applying all other pricing factors for the policy to this calculated charge to derive the final cost of this endorsement.

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule
Blanket Waiver
Person/Organization Blanket Waiver - Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver.

Job Description Waiver Premium (prior to adjustments)
All CA Operations 13405.00
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below Is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective: 08/04/2022 Policy No.: ARWC347626 Endorsement No.:

Insured: Premium $
Insurance Company: Cypress Insurance Company
Countersigned by
WC 99 04 10 C
(Ed. 01-19)

COMMERCIAL AUTOMOBILE
HA 99 16 03 12
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM

ENDORSEMENT
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
o the extent that the provisions of this endorsement provide broader benefits to the "insured" than othe rovisions of the Coverage Form, the provisions of this endorsement apply

1. BROAD FORM INSURED d. Any "employee" of yours while using a A. Subsidiaries and Newly Acquired or covered "auto" you don't own, hire or Formed Organizations borrow in your business or your
personal affairs.

The Named Insured shown in the
Declarations is amended to include: C. Lessors as Insureds (1) Any legal business entity other than a Paragraph A.1. - WHO IS AN INSURED - of partnership or joint venture, formed as a Section I| - Liability Coverage is amended to subsidiary in which you have add:
ownership interest of more than 50% on e. The lessor of a covered "auto" while the the effective date of the Coverage Form. "auto" is leased to you under a written However, the Named Insured does not agreement if:
that is
"insured" under any other automobile (1) The agreement requires you to provide direct primary insurance for
policy or would be an "insured" under
the lessor and
such a policy but for its termination or
the exhaustion of its Limit of Insurance. (2) The "auto" is leased without a driver. (2) Any organization that is acquired or Such a leased "auto" will be considered a formed by you and over which you covered "auto" you own and not a covered maintain majority ownership. However, "auto" you hire.
the Named Insured does not include any D. Additional Insured if Required by Contract newly formed or acquired organization:
(1) Paragraph A.1. - WHO IS AN INSURED
(a) That is a partnership or joint - of Section II - Liability Coverage is venture, amended to add:
(b) That is an "insured" under any other f. When you have agreed, in a written policy, contract or written agreement, that a
(c) That has exhausted its Limit of
Insurance under any other policy, or
(d) 180 days or more after its business auto policy, such person or acquisition or formation by you, organization is an "insured", but only unless you have given us notice of
the acquisition or formation.

Coverage does not apply to "bodily
injury" or "property damage" that results
from an "accident" that occurred before
you formed or acquired the organization.
ownership, maintenance or use of a
B. Employees as Insureds covered "auto."
Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 The insurance afforded to any such E. Primary and Non-Contributory if additional insured applies only if the Required by Contract "bodily injury" or "property damage' Only with respect to insurance provided to occurs.
an additional insured in 1.D. - Additional
(1) During the policy period, and Insured If Required by Contract, the (2) Subsequent to the execution of such following provisions apply:
written contract, and (3) Primary Insurance When Required By (3) Prior to the expiration of the period Contract
of time that the written contract This insurance is primary if you have requires such insurance be provided agreed in a written contract or written to the additional insured. agreement that this insurance be (2) How Limits Apply primary. If other insurance is also If you have agreed in a written contract primary, we will share with all that other insurance by the method described in
written agreement that another Other Insurance 5.d.
person or organization be added as an
additional insured on your policy, the (4) Primary And Non-Contributory To Other most we will pay on behalf of such Insurance When Required By Contract additional insured is the lesser of: If you have agreed in a written contract (a) The limits of insurance specified in or written agreement that this insurance the written contract or written is primary and non-contributory with the agreement; or additional insured's own insurance, this
insurance is primary and we will not
(b) The Limits of Insurance shown in seek contribution from that other
the Declarations.
insurance.

Such amount shall be a part of and not
Paragraphs (3) and (4) do not apply to other
in addition to Limits of Insurance shown
insurance to which the additional insured
in the Declarations and described in this
has been added as an additional insured.

Section.

When this insurance is excess, we will have no
(3) Additional Insureds Other Insurance duty to defend the insured against any "suit" if If we cover a claim or "suit" under this any other insurer has a duty to defend the Coverage Part that may also be covered insured against that "suit". If no other insurer by other insurance available to an defends, we will undertake to do so, but we will additional insured, such additional be entitled to the insured's rights against all insured must submit such claim or "suit" those other insurers. to the other insurer for defense and When this insurance is excess over other indemnity. insurance, we will pay only our share of the However, this provision does not apply amount of the loss, if any, that exceeds the sum to the extent that you have agreed in a of:
written contract or written agreement (1) The total amount that all such other that this insurance is primary and non- insurance would pay for the loss in the contributory with the additional insured's absence of this insurance; and own insurance.
(4) Duties in The Event Of Accident, Claim, (2) The total of all deductible and self-insured amounts under all that other insurance.

Suit or Loss
We will share the remaining loss, if any, by the
If you have agreed in a written contract method described in Other Insurance 5.d. written agreement another
person or organization be added as an 2. AUTOS RENTED BY EMPLOYEES additional insured on your policy, the Any "auto" hired or rented by your "employee" additional insured shall be required to on your behalf and at your direction will be comply with the provisions in LOSS considered an "auto" you hire.

CONDITIONS 2. - DUTIES IN THE The OTHER INSURANCE Condition is amended EVENT OF ACCIDENT, CLAIM, SUIT by adding the following:

OR LOSS - OF SECTION IV -
BUSINESS AUTO CONDITIONS, in the
same manner as the Named Insured.
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 If an "employee's" personal insurance also 5. PHYSICAL DAMAGE - ADDITIONAL applies on an excess basis to a covered "auto" TEMPORARY TRANSPORTATION EXPENSE hired or rented by your "employee" on your COVERAGE
behalf and at your direction, this insurance will Paragraph A.4.a. of SECTION III - PHYSICAL be primary to the "employee's" personal DAMAGE COVERAGE is amended to provide a insurance. limit of $50 per day and a maximum limit of

3. AMENDED FELLOW EMPLOYEE EXCLUSION $1,000.

EXCLUSION 5. - FELLOW EMPLOYEE - of 6. LOAN/LEASE GAP COVERAGE SECTION II - LIABILITY COVERAGE does not Under SECTION III - PHYSICAL DAMAGE apply if you have workers' compensation COVERAGE, in the event of a total "loss" to a insurance in-force covering all of your
covered "auto", we will pay your additional legal
"employees". obligation for any difference between the actual Coverage is excess over any other collectible cash value of the "auto" at the time of the "loss" insurance. and the "outstanding balance" of the loan/lease.

4. HIRED AUTO PHYSICAL DAMAGE COVERAGE "Outstanding balance" means the amount you If hired "autos" are covered "autos" for Liability owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue
Coverage and if Comprehensive, Specified
Causes of Loss, or Collision coverages are payments; penalties, interest or charges provided under this Coverage Form for any resulting from overdue payments; additional "auto" you own, then the Physical Damage mileage charges; excess wear and tear charges; Coverages provided are extended to "autos" you lease termination fees; security deposits not hire or borrow, subject to the following limit. returned by the lessor; costs for extended The most we will pay for "loss" to any hired warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or
"auto" is:
lease; and carry over balances from previous
(1) $100,000; loans or leases.
(2) The actual cash value of the damaged or 7. AIRBAG COVERAGE stolen properly at the time of the "loss"; or
Under Paragraph B. EXCLUSIONS • of
(3) The cost of repairing or replacing the SECTION - PHYSICAL DAMAGE damaged or stolen property, COVERAGE, the following is added:
whichever is smallest, minus a deductible. The The exclusion relating to mechanical breakdown deductible will be equal to the largest deductible does not apply to the accidental discharge of an applicable to any owned "auto" for that airbag.
coverage. No deductible applies to "loss" caused 8. ELECTRONIC EQUIPMENT - BROADENED by fire or lightning. Hired Auto Physical Damage COVERAGE coverage is excess over any other collectible
insurance. Subject to the above limit, deductible a. The exceptions to Paragraphs B.A - and excess provisions, we will provide coverage EXCLUSIONS - of SECTION III - PHYSICAL equal to the broadest coverage applicable to any DAMAGE COVERAGE are replaced by the covered "auto" you own. following:

We will also cover loss of use of the hired "auto" Exclusions 4.c. and 4.d. do not apply to if it results from an "accident", you are legally equipment designed to be operated solely by use of the power from the "auto's"
liable and the lessor incurs an actual financial
subject to a maximum of $1000 per electrical system that, at the time of "loss", loss,
"accident". is:

This extension of coverage does not apply to (1) Permanently installed in or upon any "auto" you hire or borrow from any of your the covered "auto"; "employees", partners (if you are a partnership), (2) Removable from a housing unit members (if you are a limited liability company), which is permanently installed in or members of their households. or upon the covered "auto", (3) An integral part of the same unit
housing any electronic
equipment described in
Paragraphs (1) and (2) above; or
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 3 of 5 (4) Necessary for the normal If another Hartford Financial Services Group, operation of the covered "auto" or Inc. company policy or coverage form that is not the monitoring of the covered an automobile policy or coverage form applies to "auto's" operating system. the same "accident", the following applies:
b. Section I|| - Version CA 00 01 03 10 of the (1) If the deductible under this Business Auto Business Auto Coverage Form, Physical Coverage Form is the smaller (or smallest) Damage Coverage, Limit of Insurance, deductible, it will be waived; Paragraph C.2 and Version CA 00 01 10 01 of (2) If the deductible under this Business Auto the Business Auto Coverage Form, Physical Coverage Form is not the smaller (or Damage Coverage, Limit of Insurance,
smallest) deductible, it will be reduced by
Paragraph C are each amended to add the the amount of the smaller (or smallest) following: deductible.
$1,500 is the most we will pay for "loss" in 12. AMENDED DUTIES IN THE EVENT OF any one "accident" to all electronic

ACCIDENT, CLAIM, SUIT OR LOSS
equipment (other than equipment designed
The requirement in LOSS CONDITIONS 2.a. -
solely for the reproduction of sound, and
accessories used with such equipment) DUTIES IN THE EVENT OF ACCIDENT, CLAIM, that reproduces, receives or transmits SUIT OR LOSS - of SECTION IV - BUSINESS audio, visual or data signals which, at the AUTO CONDITIONS that you must notify us of time of "loss", is: an "accident" applies only when the "accident" is (1) Permanently installed in or upon
the covered "auto" in a housing, (1) You, if you are an individual; opening or other location that is not (2) A partner, if you are a partnership; normally used by "auto" (3) A member, if you are a limited liability manufacturer for the installation of company; or
such equipment;
(4) An executive officer or insurance manager, if
(2) Removable from a permanently you are a corporation. installed housing unit as described

13. UNINTENTIONAL FAILURE TO DISCLOSE
in Paragraph 2.a. above or is an

HAZARDS
integral part of that equipment; or
If you unintentionally fail to disclose any hazards
(3) An integral part of such equipment.
existing at the inception date of your policy, we
c. For each covered "auto", should loss be limited will not deny coverage under this Coverage to electronic equipment only, our obligation to Form because of such failure. pay for, repair, return or replace damaged or
stolen electronic equipment will be reduced by 14. HIRED AUTO - COVERAGE TERRITORY the applicable deductible shown in the Paragraph e. of GENERAL CONDITIONS 7. - Declarations, or $250, whichever deductible is POLICY PERIOD, COVERAGE TERRITORY - less. of SECTION IV - BUSINESS AUTO
EXPENSE - BROADENED CONDITIONS is replaced by the following:

EXTRA
COVERAGE e. For short-term hired "autos", the coverage
Under Paragraph A. - COVERAGE - of SECTION territory with respect to Liability Coverage is II - PHYSICAL DAMAGE COVERAGE, we will anywhere in the world provided that if the pay for the expense of returning a stolen covered "insured's" responsibility to pay damages for "auto" to you. "bodily Injury" or "properly damage" is
determined in a "suit," the "suit" is brought in

10. GLASS REPAIR - WAIVER OF DEDUCTIBLE the United States of America, the territories Under Paragraph D. - DEDUCTIBLE - of SECTION and possessions of the United States of I!! - PHYSICAL DAMAGE COVERAGE, the America, Puerto Rico or Canada or in a following is added: settlement we agree to.

No deductible applies to glass damage if the 15. WAIVER OF SUBROGATION glass is repaired rather than replaced. TRANSFER OF RIGHTS OF RECOVERY

11. TWO OR MORE DEDUCTIBLES AGAINST OTHERS TO US - of SECTION IV - Under Paragraph D. - DEDUCTIBLE - of SECTION BUSINESS AUTO CONDITIONS is amended by III - PHYSICAL DAMAGE COVERAGE, the adding the following:
following is added:
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12: of ISO Properties, Inc., with its permission.) Page 4 of 5 We waive any right of recovery we may have c. Regardless of the number of autos deemed a against any person or organization with whom total loss, the most we will pay under this you have a written contract that requires such Hybrid, Electric, or Natural Gas Vehicle waiver because of payments we make for Payment Coverage provision for any one damages under this Coverage Form. "loss" is $10,000.

16. RESULTANT MENTAL ANGUISH COVERAGE For the purposes of the coverage provision, The definition of "bodily injury" in SECTION V- a.A "non-hybrid" auto is defined as an auto that DEFINITIONS is replaced by the following: uses only an internal combustion engine to "Bodily injury" means bodily injury, sickness or move the auto but does not include autos disease sustained by any person, including powered solely by electricity or natural gas. mental anguish or death resulting from any of b.A "hybrid" auto is defined as an auto with an these. internal combustion engine and one or more

17. EXTENDED CANCELLATION CONDITION electric motors; and that uses the internal Paragraph 2. of the COMMON POLICY combustion engine and one or more electric CONDITIONS - CANCELLATION - applies motors to move the auto, or the internal combustion engine to charge one or more
except as follows:
electric motors, which move the auto.

If we cancel for any reason other than 19. VEHICLE WRAP COVERAGE nonpayment of premium, we will mail or deliver
to hel first Named Insured written notice of In the event of a total loss to an "auto" for which canceliation at least 60 days before the effective Comprehensive, Specified Causes of Loss, or date of cancellation. Collision coverages are provided under this Coverage Form, then such Physical Damage

18. HYBRID, ELECTRIC, OR NATURAL GAS Coverages are amended to add the following:

VEHICLE PAYMENT COVERAGE
In addition to the actual cash value of the "auto",
In the event of a total loss to a "non-hybrid" auto
we will pay up to $1,000 for vinyl vehicle wraps
for which Comprehensive, Specified Causes of
Loss, or Collision coverages are provided under which are displayed on the covered "auto" at the time of total loss. Regardless of the number of
this Coverage Form, then such Physical
autos deemed a total loss, the most we will pay
Damage Coverages are amended as follows:
under this Vehicle Wrap Coverage provision for
a.If the auto is replaced with a "hybrid" auto or any one "loss" is $5,000. For purposes of this an auto powered solely by electricity or natural coverage provision, signs or other graphics gas, we will pay an additional 10%, to a painted or magnetically affixed to the vehicle are maximum of $2,500, of the "non-hybrid" auto's not considered vehicle wraps. value or replacement cost,
whichever is less,
b. The auto must be replaced and a copy of a bill
of sale or new lease agreement received by us
within 60 calendar days of the date of "loss,"
© 2011, The Hartford (Includes copyrighted material
Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 5 of 5