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23-0801_COMMERCIAL BULDING MANAGEMENT SERVICES, INC._E15_Agenda ReportCity of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: Benjamin Siegel, City Manager SUBMITTED BY: Thomas Toman, Public Works Director PREPARED BY: Jill Thomas, Senior Management Analyst DATE: August 1, 2023 SUBJECT: Maintenance Services Agreement for Custodial Services for City Park Restrooms, Public Areas, and City Building Facilities (Commercial Building Management Services, Inc.) RECOMMENDATION: Approve and authorize the City Manager to execute a Maintenance Services Agreement with Commercial Building Management Services, Inc. to provide custodial services for City park restrooms, public areas and City building facilities for a three-year period commencing on September 1, 2023, and ending August 31, 2026, with three one-year optional extensions, for an annual amount not-to-exceed the amount of available funding in the annual Operations and Capital Improvement Budgets for this service. EXECUTIVE SUMMARY: The City’s current agreement for custodial maintenance services with Commercial Building Management Services, Inc. (CBM) expires on August 9, 2023. This agreement provides custodial services for park restrooms, public areas, buildings, and facilities located throughout the city. On June 23, 2023, a Request for Proposals (RFP) was released and advertised on the City’s website. In addition to the website posting and notification to the City’s current contractor, an additional six contractors were invited to submit proposals for these services. On June 30, 2023, a mandatory pre-submittal meeting and tour of facilities was held and attended by five interested custodial 8/1/2023 E15 City Council Agenda Report August 1, 2023 Page 2 of 3 companies. Subsequently, on July 17, 2023, three proposals were received: Allied Universal Services, System 4, and Commercial Building Services, Inc. Consistent with the City’s procurement policy, all proposals were evaluated through a qualifications-based selection process. The evaluation criteria included operational experience, overall qualifications, ability to perform the services, past experience with the City, as well as unit pricing. Based on the evaluation of the proposals received, staff recommends that the City Council approve a Maintenance Services Agreement (MSA) with CBM (Attachment 1). CBM has provided custodial services for the City since 2020. In addition to providing consistent, quality routine service over the past three years, they have demonstrated flexibility to respond and handle additional special situations as they arise. This includes added services during the COVID-19 pandemic and custodial “porter” service at the Train Depot and Los Rios Park restrooms, which has had a dramatic effect on cleanliness at these heavily-used facilities. Additionally, the unit pricing submitted by CBM is consistent with current industry pricing. The three proposers and corresponding service pricing are shown below. PROPOSAL COST SUMMARY 3 YEAR TOTAL COMMERCIAL BUILDING SERVICES, INC. $650,532.00 ALLIED UNIVERSAL SERVICES $896,844.00 SYSTEM 4 $590,952.00 FISCAL IMPACT: The City expends approximately $225,000 annually for custodial services provided at City park restrooms, facilities, and public areas. There is sufficient funding in the Fiscal Year 2023-2024 Public Works Operating Budget to cover these operations. ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL REVIEW: Not applicable. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: This action does not require commission, committee, or board review. City Council Agenda Report August 1, 2023 Page 3 of 3 NOTIFICATION: Commercial Building Management, Inc. Allied Universal Services System 4 ATTACHMENT(S): Attachment 1: Proposed Maintenance Services Agreement - CBM CSA – PAGE 1 CITY OF SAN JUAN CAPISTRANO CUSTODIAL SERVICES AGREEMENT 1.PARTIES AND DATE. This Agreement is made and entered into this 1st day of August, 2023 by and between the City of San Juan Capistrano, a public agency organized under the laws of the State of California with its principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 (“City”) and Commercial Building Management, Inc., a California corporation with its principal place of business, 600 S. Grand Avenue, Suite 109, Santa Ana, CA 92705 (“Contractor”). City and Contractor are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. 2.RECITALS. 2.1 Contractor. Contractor desires to perform and assume responsibility for the provision of certain custodial services required by the City on the terms and conditions set forth in this Agreement. Contractor represents that it is experienced in providing custodial services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that is familiar with the plans of City. Contractor shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 2.2 Project. City desires to engage Contractor to render such services for the Custodial Services for City Park Restrooms/Public Areas and City Building/Facilities project (“Project”) as set forth in this Agreement. 3.TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Contractor promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional custodial services necessary for the Project (“Services”). The Services are more particularly described in Exhibit “A” attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be from September 1, 2023, to August 31, 2026, unless earlier terminated as provided herein. Contractor shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. Upon City determination of satisfactory Contractor performance, and by mutual written consent, the City Manager is authorized to approve up to three (3) additional one-year term extensions. ATTACHMENT 1, Page 1 of 90 CSA – PAGE 2 3.2 Responsibilities of Contractor. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Contractor or under its supervision. Contractor will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Contractor on an independent contractor basis and not as an employee. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor’s exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance. 3.2.2 Schedule of Services. Contractor shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit “B” attached hereto and incorporated herein by reference. Contractor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Contractor’s conformance with the Schedule, City shall respond to Contractor’s submittals in a timely manner. Upon request of City, Contractor shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall be subject to the approval of City. 3.2.4 City’s Representative. The City hereby designates Director of Public Works, or their designee, to act as its representative for the performance of this Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than the City’s Representative or his or her designee. 3.2.5 Contractor’s Representative. Contractor hereby designates XXXX, or their designee, to act as its representative for the performance of this Agreement (“Contractor’s Representative”). Contractor’s Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Agreement. The Contractor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times. 3.2.7 Standard of Care; Performance of Employees. Contractor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are ATTACHMENT 1, Page 2 of 90 CSA – PAGE 3 caused by the Contractor’s failure to comply with the standard of care provided for herein. Any employee of the Contractor or its sub-contractors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Contractor and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.8 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Services under this Agreement within the term set forth in Section 3.1.2 above (“Performance Time”). Contractor shall perform the Services in strict accordance with any completion schedule or Project milestones described in Exhibits “A” or “B” attached hereto, or which may be provided separately in writing to the Contractor. Contractor agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage. Pursuant to Government Code Section 53069.85, Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of FIVE HUNDRED DOLLARS ($500.00) per day for each and every calendar day of delay beyond the Performance Time or beyond any completion schedule or Project milestones established pursuant to this Agreement. 3.2.9 Disputes. Should any dispute arise respecting the true value of any work done, of any work omitted, or of any extra work which Contractor may be required to do, or respecting the size of any payment to Contractor during the performance of this Agreement, Contractor shall continue to perform the Work while said dispute is decided by the City. If Contractor disputes the City’s decision, Contractor shall have such remedies as may be provided by law. 3.2.10 Laws and Regulations and Employee/Labor Certifications. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Services. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Contractor shall be solely responsible for all costs arising therefrom. City is a public entity of the State of California subject to certain provisions of the Health & Safety Code, Government Code, Public Contract Code, and Labor Code of the State. It is stipulated and agreed that all provisions of the law applicable to the public contracts of a municipality are a part of this Agreement to the same extent as though set forth herein and will be complied with. These include but are not limited to the payment of prevailing wages, the stipulation that eight (8) hours' labor shall constitute a legal day's work and that no worker shall be permitted to work in excess of eight (8) hours during any one calendar day except as permitted by law. Contractor shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5) years immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of ATTACHMENT 1, Page 3 of 90 CSA – PAGE 4 Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor’s compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections. 3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1. 3.2.10.3 Employment Eligibility; Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause: (1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2; (2) any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements. 3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services. 3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing Services, including, but not limited to, emissions limits and permitting requirements imposed by the California Air Resources Board (CARB). Contractor shall specifically be aware of the CARB limits and requirements’ application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws, rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement. ATTACHMENT 1, Page 4 of 90 CSA – PAGE 5 3.2.10.7 Water Quality. (A) Management and Compliance. To the extent applicable, Contractor’s Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.C. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board; the City’s ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the state. (B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties, fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor’s non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers. (C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section. Contractor further warrants that it, its employees and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph. 3.2.11 Insurance. 3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section. 3.2.11.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance. The policy shall not contain any exclusion contrary to the Agreement, including but not limited to endorsements or provisions limiting coverage for (1) contractual liability ATTACHMENT 1, Page 5 of 90 CSA – PAGE 6 (including but not limited to ISO CG 24 26 or 21 29); or (2) cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000.00 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used including, but not limited to, form CG 2503, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000.00 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ Compensation limits as required by the Labor Code of the State of California. Employer’s Liability limits of $1,000,000.00 per accident for bodily injury or disease. Defense costs shall be paid in addition to the limits. (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15) days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced, Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, the City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement. (D) Additional Insured. The City of San Juan Capistrano, its officials, officers, employees, agents, and volunteers shall be named as additional insureds on Contractor’s and its subcontractors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents. 3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage, the City of San Juan Capistrano, its officials, officers, employees, agents, and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same coverage, the insurance coverage shall be primary insurance as respects the City, its officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City, before the City’s own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(A). ATTACHMENT 1, Page 6 of 90 CSA – PAGE 7 (B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operational use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor’s scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its officials, officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers’ Compensation and Employer’s Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. (D) Pollution Liability Insurance Coverage shall be written on a Contractor’s Pollution Liability form or other form acceptable to the City providing coverage for liability arising out of sudden, accidental and gradual pollution and remediation. The policy limit shall be no less than $1,000,000 dollars per claim and in the aggregate. All activities contemplated in this Agreement shall be specifically scheduled on the policy as “covered operations.” The policy shall provide coverage for remediation of the site in the event of an environmental contamination event arising out the materials, supplies, products, work, operations, or workmanship. (E) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days (10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) 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 officials, officers, employees, agents, and volunteers. 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 officials, officers, employees, agents and volunteers, or any other additional insureds. 3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. ATTACHMENT 1, Page 7 of 90 CSA – PAGE 8 3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insureds on all subcontractors’ policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad. 3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. 3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 3.2.11.9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor’s insurer, any and all insurance claims submitted by Contractor in connection with the Services under this Agreement. 3.2.12 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection of all safety measures. 3.2.13 Reserved. 3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.3 Fees and Payments. 3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit ”C” attached hereto and incorporated herein by reference. The total compensation shall not exceed UNIT PRICES NOTED IN EXHIBIT “C” AND NOT TO EXCEED THE AGGREGATE AVAILABLE FUNDING AMOUNT IN THE OPERATING AND CAPITAL IMPROVEMENT BUDGET. Additional renewal term extensions, if exercised/approved, may be subject to a maximum adjustment equal to the All-Urban Consumer Price Index (CPI-U), October to October of the prior year. Extra Work may be authorized, as ATTACHMENT 1, Page 8 of 90 CSA – PAGE 9 described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, “Extra Work” means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City’s Representative. 3.3.5 California Labor Code Requirements a. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” projects (“Prevailing Wage Laws”). If the Services are being performed as part of an applicable “public works” project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the Services are being performed as part of an applicable “public works” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor’s performance of Services, including any delay, shall be Contractor’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor. ATTACHMENT 1, Page 9 of 90 CSA – PAGE 10 3.4 Termination of Agreement. 3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those Services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. 3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement. Contractor shall be required to provide such document and other information within fifteen (15) days of the request. 3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5 General Provisions. 3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Contractor: Commercial Building Management, Inc 600 S. Grand Avenue, Suite 109 Santa Ana, CA 92705 Attn: Jesus Velasco, General Manager City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Public Works Director Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.2 Indemnification. 3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor’s ATTACHMENT 1, Page 10 of 90 CSA – PAGE 11 Services, the Project or this Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys’ fees and other related costs and expenses. 3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with Counsel of City's choosing and at Contractor’s own cost, expense and risk, any and all claims, suits, actions or other proceedings of every kind covered by Section 3.5.2.1 that may be brought or instituted against City or its officials, officers, employees, volunteers and agents. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, officers, employees, volunteers and agents as part of any such claim, suit, action or other proceeding. Contractor shall also reimburse City for the cost of any settlement paid by City or its officials, officers, employees, agents or volunteers as part of any such claim, suit, action or other proceeding. Such reimbursement shall include payment for City’s attorneys’ fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials officers, employees, agents, or volunteers. 3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Orange County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City. 3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.5 City’s Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project. 3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. 3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.8 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to Contractor include all personnel, employees, agents, and subcontractors of Contractor, except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. 3.5.9 Amendment; Modification. No supplement, modification or amendment of this ATTACHMENT 1, Page 11 of 90 CSA – PAGE 12 Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise. 3.5.11 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.5.7, there are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file, or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.15 Attorneys’ Fees and Costs. If any action in law or equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover from the losing party attorney’s fees and costs in an amount determined to be reasonable by a court of competent jurisdiction. 3.5.16 City to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.17 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original. 3.5.18 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties. 3.5.19 Reserved. [SIGNATURES ON NEXT PAGE] ATTACHMENT 1, Page 12 of 90 CSA – PAGE 13 SIGNATURE PAGE FOR CUSTODIAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN JUAN CAPISTRANO AND XXXX, INC. IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the _______ day of August, 2023. CITY OF SAN JUAN CAPISTRANO Approved By: Benjamin Siegel City Manager Date Attested By: Maria Morris, City Clerk Approved As To Form: City Attorney COMMERCIAL BUILDING MANAGEMENT, INC. Signature Name Title Date ATTACHMENT 1, Page 13 of 90 CSA – PAGE 14 EXHIBIT “A” SCOPE OF SERVICES Custodial Services City Building/Facilities and Parks Restrooms/Public Areas General Conditions a) Unless otherwise noted herein or approved by the Director of Public Works, or authorized representative, work shall be performed between the hours of 6:00 p.m. to 7:00 a.m., at each facility and 7:00 a.m. to 12 noon at each park site, Monday through Sunday. Contractor will be supplied with a monthly use schedule for each facility and park so that monthly work schedules may be prepared which do not conflict with any facility or park use. b) Hourly rates for emergency work shall be for actual time spent on the job site. No travel time will be paid. c) The Proposal will be awarded based on an analysis of Proposal Prices (for normal work rates, not emergency work rates); Statement of Experience, Statement of Equipment, List of Sub- Contractors/Vendors and all provisions noted in the Instructions to Proposers and General and Special sections noted herein. d) At any time prior to Proposal date, Contractor may inspect City property for further information, if desired. City representatives will be available to answer questions. e) Contractor shall protect any and all private property adjacent to work areas. Any damage to private property resulting directly or indirectly from Contractor’s actions shall be the responsibility of the Contractor. f) All employees of Contractor shall wear a uniform or shirt that clearly identifies the company. g) Contractor must be able to provide a list of employee’s names, dates worked and hours worked on each date, if requested by the City. h) Contractor shall use and furnish all personnel, equipment and materials necessary for the satisfactory performance for all custodial service tasks noted herein. a. Contractor shall require their employees to present a neat appearance at all times while engaged in the performance of their duties and maintain good bearing and deportment toward the public. Should for any reason an employee be unsatisfactory in the opinion of the Director of Public Works, or authorized representative, the Contractor, when notified in writing, shall cause that employee to be removed and replaced by a satisfactory employee. b. Contractor shall require each employee to adhere to basic industry standards for custodial related working attire. Working attire shall include appropriate uniforms, with the Contractor's company name or insignia clearly visible, proper shoes and other gear/PPE required by State Safety Regulations. c. Contractor shall supply employees with the skills to perform various semi-skilled ATTACHMENT 1, Page 14 of 90 CSA – PAGE 15 duties in connection with custodial operations and a variety of hand and power tools for purposes of maintaining public facilities which may include operating light equipment. d. Supervisors/Foremen shall have a minimum of five (5) years of experience in the field of Custodial Services. e. Contractor and its employees who drive a vehicle while in service to the City, will be required to possess a valid and current California Driver License, including all insurances, as required by the City. f. Contractor and its employees shall have a general knowledge of the custodial industry, including suitable experience in the field to perform the required work in a safe and thoughtful manner as well as follow oral and written communications in English. g. Contractor shall, at all times while servicing city facilities and parks, display the name of their firm on all vehicles used by the Contractor's employees. The firm name shall be in letters large enough to be easily legible from a distance of fifty (50) feet during the course of their work. h. All equipment used by the Contractor shall be kept in a neat and clean appearance and maintained in top mechanical condition. All equipment shall be properly adjusted, from an operational safety standpoint. i. The City may provide a reasonable amount of space for storage of the Contractor’s equipment and materials. The space may be designated by the Director of Public Works, or an authorized representative. Contractor shall be limited to the space as designated. Contractor shall be responsible for maintaining this area and shall return it to its original condition at the end of the contract. The City shall not be responsible for anything stolen, vandalized or damaged otherwise. j. Contractor is required to provide such adequate supervision as to furnish ongoing supervision of workmanship and adherence to schedules by the employees performing the work. The Supervisor shall meet with the Director of Public Works, or authorized representative, on a weekly basis, regarding (1) schedule of work; (2) complaints, and (3) adequacy of performance. The Contractor shall submit such reports as the City may require ensuring compliance with scheduled work. Generally, the Contractor’s Supervisor shall be onsite while work is in progress. k. Contractor is required to provide the City at all times throughout the duration of this contract emergency telephone numbers of at least two (2) qualified persons who can be called for emergency conditions at any time that Contractor’s representatives are not immediately available at the job site. An alternate emergency number shall be provided in case no answer is received at the first number. The emergency number shall be used to contact the representative of the Contractor who can take the necessary action required to alleviate an emergency condition which threatens to cause damage to any City property. l. Contractor shall employ person(s) to answer telephone and e-mail complaints, requests for service, etc. (an answering service will not be considered sufficient for this purpose) during normal City working hours. m. Contractor is required to provide the City with a 24-hour emergency number for contact outside normal working hours. The response to an emergency call-out by the Contractor ATTACHMENT 1, Page 15 of 90 CSA – PAGE 16 shall not be more than two (2) hours and shall be considered part of the normal contract except when delayed by problems caused by vehicle accidents or Acts of God. n. Contractor is required to provide the City with one (1) copy of an “Emergency Medical Facility Designation and Procedure Sheet” before a contract is awarded. On this sheet, the successful proposer must designate a twenty-four (24) hour emergency medical facility to provide emergency medical treatment/care in the event of injury to any of the Contractor's employees. It will be the responsibility of the Contractor's Supervisor/Foreman to transport or make arrangements for the transportation of any injured employee to and from the designated emergency medical facility or any similar medical facility. o. Surface or other waters may be encountered at various times. Contractor, by submitting a proposal, acknowledges that they have investigated the risks arising from surface or other waters and has prepared their proposal accordingly. It shall be the sole responsibility of the Contractor to protect their work from danger due to any waters encountered. Should any damage occur to the work due to surface or other water, the Contractor shall replace such damaged areas at their expense. p. Contractor shall comply with all City regulations regarding NPDES (National Pollution Discharge Elimination System) requirements and the City’s Best Management Practices. Contractor shall not discharge anything to any storm drain or creek. Contractor will contain and properly dispose of any materials that may potentially reach a City storm drain or creek. q. Contractor must take all due precautionary measures to protect all of the existing utilities. When necessary, the Contractor shall have all utilities located by contacting the responsible agency at least 48 hours prior to commencing any work. The Contractor's attention is directed to the utility notification service provided by Underground Service Alert (USA). USA member utilities will provide the Contractor with the locations of their substructures when given at least 48 hours’ notice. Such requests should be requested through USA (1- 800-422-4133). r. Contractor shall protect property and facilities adjacent to the work areas and all property and facilities within the work areas. After completion of project, the work area shall be clean and in a presentable condition. All public or privately owned improvements and facilities shall be restored to their original condition and location. In the event improvements of the facilities are damaged, they shall be replaced with new materials equal or better to the original. Contractor shall replace such damaged areas at their expense. s. Contractor shall comply with the most current AQMD, recycling and City air pollution control rules, regulations, ordinances and statutes which apply to any work performed pursuant to the Contract and shall not discharge smoke, dust or any other air contaminants into the atmosphere in such quantity as will violate the regulations of any legally constituted authority. Material to be disposed of shall not be burned. Description of Deficiencies: 1. Performance deficiency. Examples include: failure to comply with conditions, specifications, reports, schedules and/or directives from the Director of Public Works or authorized representative. Deductions, up to $250 per occurrence per workday, may be based upon costs provided by the ATTACHMENT 1, Page 16 of 90 CSA – PAGE 17 Contractor on the Bid Worksheets submitted at the time of bid. 2. Failure to provide adequate equipment in compliance with City specifications and/or as requested by the Director of Public Works or authorized representative may result in a deduction of up to $250 per occurrence per workday. 3. Failure to protect public health and/or correct safety concerns. These include but are not limited to policing City property for hazards, responding to emergencies, $250 per occurrence per workday. NOTE: All deficiencies shall be rectified as soon as practical or within 24 hours. NOTE: The following format/form shall be used for notification to the Contractor: ATTACHMENT 1, Page 17 of 90 CSA – PAGE 18 PERFORMANCE DEFICIENCY DEDUCTION CUSTODIAL SERVICES – CITY FACILITIES AND PARKS Notification to: _________________________________________________________ Date: ________________ Time: _______________ Method: ____________________ The following performance deficiency has been observed and requires immediate attention to correct. Location: ___________________________________________________________________ Value of Deduction: $_____________________________________ City representative to check deficient items and comment (if applicable) below: _____1. Performance deficiency. Deduction of up to $250 per occurrence per workday. _____2. Failure to provide adequate equipment. Deduction of up to $250 per occurrence per workday. _____3. Failure to protect public health and/or correct safety concerns. Deduction of up to $250 per occurrence per workday. _____4. Other: _____________________________________________________ Comments: ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ________________________________________ Initiate the necessary corrective action(s) and notify the Director of Public Works, or authorized representative, when complete for re-inspection. __________________________________ _______________________________ Authorized Representative Public Works Manager ___________________________________ Public Works Director ATTACHMENT 1, Page 18 of 90 CSA – PAGE 19 Special Provisions Performance, materials, equipment, supplies to be provided by Contractor: Contractor, at their expense, shall furnish all necessary equipment, supplies and materials of acceptable industry quality and in amounts/volume necessary to fulfill the Scope of Services. 1. Contractor shall provide all consumable goods, including but not limited to: toilet paper, seat covers, paper towels, soap(s) and trash liners. Quality of paper goods to be approved by the Director at time of award and shall, regardless, be recycled products according to State of California SB 1383 and AB 661 2. Vacuums must be commercial grade and include sealed/replaceable HEPA filtration systems. 3. All cleaning solutions shall meet California’s latest “Green Seal” standards (e.g. GS-8, CCD-146 & 147). 4. All sanitize and disinfectant solutions shall meet, at a minimum, EPA’s latest standard (e.g. Bioesque™ Botanical Disinfectant Solution or equal). 5. Mops, buckets and other floor cleaning equipment shall be kept clean and dry, after each use. Unsanitary/unhygienic mops shall be replaced as needed. 6. Contractor shall review the monthly use schedule to ensure adequate consumables are stocked for scheduled special events such as weddings, tournaments, concerts, parties. Disposal of Non-recyclable and Recyclable Debris and Waste: Contractor shall promptly and legally dispose of all non-recyclable and recyclable debris and waste accumulated as a result of daily custodial services. Debris and waste shall not be allowed to remain, accumulate, or leak from any type of holding vessel or bag at any/all sites. Debris and waste shall be properly removed/disposed of in a proper container, after completion of each assigned day of cleaning. Discarding Paper or Other Cleaning materials: Contractor shall NOT dispose or discard any type of paper towel or other type of cleaning wipes/rags into any toilet, sink or other appurtenance that drains to the sewer system. City Provided Facilities/Equipment: The City shall provide at no cost to the Contractor the following: • Electricity • Water • Various supply storage spaces. All equipment and supplies must be kept only in the designated spaces and the area must be kept clean. • Dumpster bins exterior of the buildings for proper disposal of trash and recyclables per City Standards. Additional Contractor Responsibilities: Contractor shall inform the City of additional concerns beyond the Contractor’s responsibility which require action by the City to correct deficiencies. Examples are defective fixtures, raised floor coverings, lack of ATTACHMENT 1, Page 19 of 90 CSA – PAGE 20 power/water, graffiti, etc. Contractor shall be responsible for signing in and out of facility logbooks as instructed by the City. Contractor shall be responsible for securing any and all buildings that they leave after each assigned day of work has been completed. This is to include locking all doors and windows and setting proper alarm codes, as may be required. Contractor shall develop and use comprehensive task check lists for each facility and park, using this scope of services as a guide. Damages: Contractor shall report, without delay, any damage to City equipment or property. The Contractor shall be liable for damages caused by their employees. Costs resulting from Contractor vehicle or equipment damage shall be the responsibility of the Contractor. Acceptance of Work: The Director of Public Works, or authorized representative, will make inspections and determine that the work has been completed in all respects in accordance with these specifications. Billing, Records and Reports: Contractor shall maintain a record of all work performed, including but not limited to location and types and amounts maintained/installed/removed. This record shall list the date(s) of the service and/or work performed. A copy of such record shall be provided to the Director upon completion of each work order. The contractor shall return appropriate and completed work orders showing the date and inventory of work performed and it shall be attached to each invoice. Contractor shall provide a billing form and progress payment form approved by the Director or authorized representative. Upon submittal of an invoice for work completed by the Contractor, the Director/City shall pay net 45 days, unless otherwise agreed upon by the Director/City and the Contractor. ATTACHMENT 1, Page 20 of 90 CSA – PAGE 21 Service/Custodial Schedule Facilities/Buildings – (reference herein Exhibit “C” Schedule 1-C) Contractor is required to furnish monthly and annual custodial schedules to include planned activities for all personnel performing any work function. The schedules shall be submitted to the City no later than the start of the contract and shall be updated as necessary. Public Works Yard offices (5 days per week) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X Police Services (7 days per week) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X X X Community Center, Gymnasium floor/restrooms, Boys/Girls club lobby (7 days per week) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X X X Lacoaugue (Kindergarten Readiness) (7 days per week) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X X X La Sala Building (7 days per week) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X X X Nydegger Building (5 days per week) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X Reata Park - Event Center, Ramos House, Limo Barn (6 days per week) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X X ATTACHMENT 1, Page 21 of 90 CSA – PAGE 22 Facility/Building Locations and Days/Hours of Operations Public Works - PW1 and PW2 Offices, Warehouse 32400 Paseo Adelanto San Juan Capistrano, CA 7:30 a.m. to 5:30 p.m. Monday through Sunday Special Events Excepted Police Services 32506 Paseo Adelanto San Juan Capistrano, CA 92675 7:30 a.m. to 5:30 p.m. Monday through Sunday Community Center 25925 Camino Del Avion San Juan Capistrano, CA 7:30 a.m. to 5:30 p.m. Monday through Sunday Special Events Excepted Community Center Gymnasium 25925 Camino Del Avion San Juan Capistrano, CA 7:30 a.m. to 10:00 p.m. Monday through Sunday Special Events Excepted La Couague (KR Readiness School) 31421 La Matanza San Juan Capistrano, CA 92675 7:30 a.m. to 5:30 p.m. Monday through Friday Special Events Excepted La Sala Building Acjachema Street @ El Camino Real San Juan Capistrano, CA 92675 7:30 a.m. to 5:30 p.m. Monday through Friday Special Events Excepted ATTACHMENT 1, Page 22 of 90 CSA – PAGE 23 Nydegger Building 31421 La Matanza San Juan Capistrano, CA 92675 7:30 a.m. to 5:30 p.m. Monday through Friday Special Events Excepted Reata Park - Event Center, Ramos House, Limo Barn 28632 Ortega Highway San Juan Capistrano, CA 92675 7:30 a.m. to 5:30 p.m. Monday through Friday Special Events Excepted Basic Daily Service Requirements/Tasks for Facilities/Buildings: 1. Empty all desk and area trash containers, including containers exterior of the structures and within 25 feet of entry/exit doors and deposit all waste in designated exterior dumpsters. Wash interior and exterior of trash receptacles as necessary. 2. Empty all desk and area “recycle” containers, including containers exterior of the structures and within 25 feet of entry/exit doors and deposit all recyclables in appropriate recycling dumpsters. Wash interior and exterior of all “recycle” containers as necessary. 3. Replace container liners daily in kitchenettes and coffee areas, and other as required by observation of staining or tearing. 4. Sweep all composition floors and stairs with chemically treated dust mops. This is to include behind couches, under tables and under chairs. 5. Sweep all bare concrete floors with sweep compound; this is to include behind couches and under chairs, benches and tables. 6. Spot mop or clean spillage from all floors, bare concrete, vinyl, tile, or concrete. 7. Clean, dust and remove debris (e.g. leaves, cobwebs, etc.) from attached exterior entry and exit porch areas. 8. Remove and capture dust from public counter tops, conference tabletops, desk tops (only if clear of paperwork), window frames, doors, cabinets and sills. a. NOTE: Public counter tops and conference room tabletops must be disinfected daily with an appropriate media that does not damage or destroy the surface and finish. b. NOTE: Removal and capture of dust must be done using a media/device that does not damage or harm any type of equipment or office furniture surface. 9. Spot clean partitions, interior and exterior doors, doorframes, bathroom fixtures, dryers, waste containers, and wall switches with particular attention around door handles. 10. Clean and sanitize all drinking fountains. 11. Vacuum, with a HEPA commercial/sealed unit, all carpeted floors and spot clean as needed, with particular attention to general public high use areas. 12. Maintain janitorial closets and storage areas in a clean and orderly manner. 13. Strain and remove all debris from all sand ashtrays. 14. Secure all exterior doors and windows. Turn off all but security night lighting. 15. Wipe down and spot clean bleacher seats and footrests in gymnasium. 16. Gymnasium and Community Hall Wood Floors a) Sweep Entire Gymnasium and Community Hall wood floors to remove all dust, grit, gum, and other abrasive particles. ATTACHMENT 1, Page 23 of 90 CSA – PAGE 24 b) Use [the] recommended “Hillyard” floor cleaning product. For stubborn stains use “Goof- Off”. c) After the entire floor(s) is swept, wipe the entire floor with an untreated dust mop dampened with hardwood floor cleaner. Spray dust mop head with [the] recommended “Hillyard” floor cleaning product. Push across the floor in the direction of the wood grain. Replace soiled mop covers as necessary. d) Vacuum, with a HEPA commercial/sealed unit, all walk-off mats to maximize their dirt and grit trapping ability. Daily for all Facility/Building Restrooms: 1. Empty all waste containers and replace liners. 2. Clean and disinfect all consumable products containers; toilet tissue, towel, seat covers, sanitary napkin, soap, and trash cans. 3. Refill all consumable product containers mentioned above with products to be supplied by the Contractor. 4. Clean and disinfect floor drains, all sinks, toilets, urinals, toilet seats – both sides, and exterior surfaces of the above and below unit together with their exposed piping. 5. Clean and polish all metal frames, fixtures, faucets, and containers. 6. Clean and polish all mirrors. 7. Spot clean metal partitions and doors, disinfect as needed. 8. Clean and remove splash marks on walls adjacent to or over sinks and all-around hand dry blowers. 9. Spot clean all ceramic tile and walls. 10. Wet mop, disinfect floors, and clean grout on all restroom floors. 11. Replace hanging disinfectant and urinal blocks/screens as needed. 12. Clean and capture dust, grime and build-up from all ceiling and wall vents. 13. Clean and disinfect shower facilities. 14. Check all waterless urinals and replace filter cartridge if urinal is clogged or slow draining. Daily for all Facility/Building Food Service and Coffee Areas: 1. Empty, wash interior and exterior as required, disinfect, and replace liners in all trash containers daily. 2. Wash all counter tops, tabletops, food wells, mixers, coffee machines, and sinks. 3. Leave machines plugged in and in the same on and off position as left by the staff – UNLESS AN EMPTY COFFEE POT HAS BEEN LEFT ON TOP OF AN “ON” element. These shall be removed and set aside, and the coffee machine turned off. 4. Wet mop and disinfect all vinyl/tile floors and spot clean all carpet adjacent thereto. 5. Restock cabinets/dispensers with paper towels. 6. No cleaning of dishes, silverware, or coffee pots will be required. 7. Remove and dispose of all unboxed food or beverages not in refrigerators or cabinets. Note: in the Community Center, sweep and mop entire workroom floor. 8. Sweep and mop entire kitchen floor, including under the cabinets. 9. Clean stovetops, griddles, microwave ovens, burner grills, ovens, warming trays, dishwashers, hood/vents, and door blowers. 10. Clean around and behind kitchen appliances. ATTACHMENT 1, Page 24 of 90 CSA – PAGE 25 Weekly for All Areas Unless Otherwise Noted: 1. Spot clean all walls. Remove smudges and all foreign marks. 2. Buff and wax floors as needed. 3. Clean Interior and exterior of all glass panel doors. 4. Perform low dusting, defined as floor level to five feet above floor, including base molding or top set, windowsills, ledges, chairs, railings, partitions, tables, desks, telephones, filing cabinets and all office furniture. SPECIAL NOTE: In no area shall any paper, books, documents or equipment be touched, moved or displaced. Any suspiciously important envelopes or other material found in containers on the floor shall be left in the area with a note to the using staff member to check for value. 5. Sweep and mop all remaining non-carpeted floor areas. Bi-weekly Wood Floor Areas: 1. Utilizing a white pad and a buffer (150—175 RPM), buff entire floor area by applying [the] recommended Hillyard floor care product. 2. Periodically clean or replace the cotton cover (for dust mop) or white pad (for buffer) to insure removal of dirt from floor surface. 3. Make sure all residue from the white pad buffing/cleaning procedure is removed from the floor surface, by immediately tacking with water dampened well wrung out cotton towels. Monthly All Areas Unless Noted Otherwise: 1. Clean all windows inside and outside. 2. Polish all drinking fountains. 3. Dust all window blinds/shades and vinyl slats. 4. Vacuum and clean all office chairs. 5. Apply with no hard buffing, an aerosol furniture polish (wax base formula), to achieve high gloss on wood surfaced tables, doors and cabinets. 6. Clean the concrete floor (porch) of the Community Center, which runs the entire length of the building. Monthly Food Service Areas: 1. Empty and clean refrigerators in the lunchroom/kitchen areas in the City and Yard buildings. All items not claimed prior to 5 p.m. on Thursday (end of month) shall be disposed of. 2. Deep clean ovens using an approved oven cleaner. 3. Deep clean stovetop areas. Monthly Gymnasium Service Areas: 1. Clean under and behind bleachers. 2. Clean basketball backboards. Quarterly All Areas: 1. Strip, wash, apply floor finish, and machine polish (or equivalent) vinyl and interior concrete floors. 2. Complete wash of walls and fabric sound walls in Community Center Hall. ATTACHMENT 1, Page 25 of 90 CSA – PAGE 26 Semi-annually for All Areas: 1. Feather dust or wash lighting fixtures. 2. Vacuum or wash all heating and air conditioning vents (some are hard to reach). This should be done when changeover from heating to cooling mode takes place or vice versa. 3. Steam clean all carpeted areas. 4. For wood floor areas: a) Apply [the] recommended Hillyard floor care product with a white pad and buffer. b) Make sure all residue from the white pad buffing/cleaning procedure is removed from the floor surface by immediately tacking the surface with water dampened, well wrung out towels. c) Abrade the floor surface using a Siavlies Maroon All Purpose Pad and buffer, or equal. d) Vacuum or sweep and tack thoroughly with water dampened, well wrung out cotton towels after abrading. e) Apply Bonakemi Traffic Finish, or equal, per label instructions. f) Steam clean all fabric covered furniture. Note: there are approximately 400 fabric covered stackable chairs in addition to regular office and meeting area furniture located in the Senior Lounge at the Community Center. ATTACHMENT 1, Page 26 of 90 CSA – PAGE 27 Service/Custodial Schedule Parks Restrooms and Public Areas – (reference agreement Exhibit “C” Schedule 2-C) Contractor is required to furnish monthly and annual custodial schedules to include planned activities for all personnel performing any work function. The schedules shall be submitted to the City no later than the start of the contract and shall be updated as necessary. SCHEDULE OF SERVICE - DAYS PER WEEK (As determined) PARK RESTROOMS/PUBLIC AREAS (7 DAYS PER WEEK) Sunday Monday Tuesday Wednesday Thursday Friday Saturday X X X X X X X PARK LOCATIONS ARE OPEN SEVEN DAYS (7) PER WEEK, HOURS OF OPERATIONS San Juan Capistrano Sports Park 3 Via Positiva San Juan Capistrano, CA 92675 8 a.m. to 10 p.m. Descanso Park 32506 Paseo Adelanto San Juan Capistrano, CA 92675 8 a.m. to Sunset Cook Park – La Novia 27540 Calle Arroyo (Corner of La Novia Avenue and Calle Arroyo) San Juan Capistrano, CA 92675 8 a.m. to Sunset Cook Park – Cordova 28202 Calle Arroyo (Calle Arroyo at Via Solana) San Juan Capistrano, CA 92675 8 a.m. to Sunset ATTACHMENT 1, Page 27 of 90 CSA – PAGE 28 El Camino Real Park 31032 Camino Capistrano (Calle Bonita at Camino Capistrano) San Juan Capistrano, CA 92675 8 a.m. to Sunset Historic Town Center Park (HTC) 31882 El Camino Real at Forster Street San Juan Capistrano, CA 92675 8 a.m. to Sunset Marco Forster Junior High Fields 25601 Camino Del Avion San Juan Capistrano, CA 92675 8 a.m. to 10 p.m. Stone Field 31322 Camino Capistrano San Juan Capistrano, CA 92675 8 a.m. to Sunset Los Rios Park 31790 Paseo Adelanto San Juan Capistrano, CA 92675 8 a.m. to Sunset Railroad Depot Platform Verdugo Street at Railroad Restrooms, loading/unloading/seating platforms 5 a.m. and 10 p.m. Reata Park Restrooms 28632 Ortega Highway San Juan Capistrano, CA 92675 7:30 a.m. and 5:30 p.m. Basic Daily Service Requirements/Tasks for Park Restrooms: 1. Empty all waste containers and replace liners. 2. Clean and disinfect all consumable products containers; toilet tissue, towel, seat covers, sanitary napkin, soap, and trash cans. 3. Refill all consumable product containers mentioned above with products to be supplied by the Contractor. 4. Clean and disinfect floor drains, all sinks, toilets, urinals, toilet seats – both sides, and exterior surfaces of the above and below unit together with their exposed piping. 5. Clean and polish all metal frames, fixtures, faucets, and containers. 6. Clean and polish all mirrors. 7. Spot clean partitions and doors and adjacent walls. 8. Clean off splash marks on walls adjacent to or over sinks and around hand dry blowers. 9. Spot clean all ceramic tile and walls. ATTACHMENT 1, Page 28 of 90 CSA – PAGE 29 10. Wet mop, disinfect floors, and clean grout on all restroom floors. 11. Replace hanging disinfectant and urinal blocks/screens as needed. 12. Clean and capture dust, grime and build-up from all ceiling and wall vents. 13. Clean and disinfect shower facilities. 14. Clean, disinfect and polish all drinking fountains/sinks attached to any exterior of a restroom structure. Basic daily service requirements/tasks for Public Areas: 1. Empty all waste containers and replace liners. 2. All exterior areas adjoining or otherwise as described shall be kept clean and free of all litter, broken glass, cigarette butts, etc. and spot cleaned of all spills and stains. ATTACHMENT 1, Page 29 of 90 CSA – PAGE 30 EXHIBIT “B” SCHEDULE OF SERVICES Service dates: Generally, 7 days/per week and/or as needed. ATTACHMENT 1, Page 30 of 90 CSA – PAGE 31 EXHIBIT “C” COMPENSATION City Buildings/Facilities – Schedule 1-C NON-PREVAILING WAGE RATES NAME/LOCATION AREA Regular Custodial SCHEDULED SCHEDULED SCHEDULED SQ. FT. Schedule MONTHLY MONTHLY MONTHLY Days/Week YEAR ONE YEAR TWO YEAR THREE CITY HALL, PUBLIC WORKS, POLICES SERVICES City Hall N/A N/A N/A N/A N/A Public Works Yard - offices and warehouse 2,000 5 days /week Police Services – D2 (Dancehall) 2,200 7 days /week COMMUNITY CENTER AREA Community Center 14,000 7 days/week Gymnasium 12,000 7 days/week Boys and Girls Club Lobby 1,000 7 days/week Gymnasium Restroom 400. 7 days/week OTHER Lacouague - Kindergarten Readiness Program 4,000 7 days/week La Sala Bldg... 2,770 7 days/week Nydegger Bldg. 1,500 5 days/week Reata Park - Event Center, Ramos House, Limo Barn 1,575 6 days/week Total Monthly Cost Total Yearly Cost (monthly cost X 12 Mo.) Total Contract Cost-3 Yr. Total City Park Restrooms/Public Areas – Schedule 2-C NON-PREVAILING WAGE RATES ATTACHMENT 1, Page 31 of 90 CSA – PAGE 32 NAME/LOCATION AREA Regular Custodial SCHEDULED SCHEDULED SCHEDULED SQ. FT. Schedule MONTHLY MONTHLY MONTHLY Days/Week YEAR ONE YEAR TWO YEAR THREE Sports Park incl. concession 1,000 7 days/week - bleachers & surrounding area 5,000 7 days/week Descanso Park 240 7 days/week Cook Park - La Novia 240 7 days/week Cook Park - Cordova 240 7 days/week El Camino Real Park 240 7 days/week Historic Town Center Park 160 7 days/week Marco Forster Sports Fields 280 7 days/week Stone Field Restrooms 300 7 days/week Reata Park & Event Center Restrooms (2) 600 7 days/week Los Rios Park (include Porch area) 880 7 days/week Railroad Platform Restrooms 400 7 days/week - platform area 3,000 7 days/week - area across the tracks & street 3,000 7 days /week Total Monthly Cost Total Yearly Cost (monthly cost X 12 mo.) Total Contract Cost-3 Yr. Total Total proposal price summary, Schedule 1-C + 2-C NON-PREVAILING WAGE RATES ATTACHMENT 1, Page 32 of 90 CSA – PAGE 33 Year Cost SEPTEMBER 1, 2023 TO AUGUST 31, 2024 $ _______________________________ SEPTEMBER 1, 2024 TO AUGUST 31, 2025 $ _______________________________ SEPTEMBER 1, 2025 TO AUGUST 31, 2026 $ _______________________________ THREE-YEAR CONTRACT TOTAL $ _______________________________ THREE-YEAR CONTRACT COST TOTAL, IN WRITING To be determined - non-scheduled Classification/Title Hourly Rate Custodial/Laborer Supervisor Custodial Day Porter ATTACHMENT 1, Page 33 of 90 ATTACHMENT 1, Page 34 of 90 ATTACHMENT 1, Page 35 of 90 ATTACHMENT 1, Page 36 of 90 ATTACHMENT 1, Page 37 of 90 ATTACHMENT 1, Page 38 of 90 ATTACHMENT 1, Page 39 of 90 ATTACHMENT 1, Page 40 of 90 ATTACHMENT 1, Page 41 of 90 ATTACHMENT 1, Page 42 of 90 ATTACHMENT 1, Page 43 of 90 ATTACHMENT 1, Page 44 of 90 ATTACHMENT 1, Page 45 of 90 ATTACHMENT 1, Page 46 of 90 ATTACHMENT 1, Page 47 of 90 ATTACHMENT 1, Page 48 of 90 ATTACHMENT 1, Page 49 of 90 ATTACHMENT 1, Page 50 of 90 ATTACHMENT 1, Page 51 of 90 ATTACHMENT 1, Page 52 of 90 ATTACHMENT 1, Page 53 of 90 ATTACHMENT 1, Page 54 of 90 ATTACHMENT 1, Page 55 of 90 ATTACHMENT 1, Page 56 of 90 ATTACHMENT 1, Page 57 of 90 ATTACHMENT 1, Page 58 of 90 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER LIMITS(MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) POLICY EFF POLICY NUMBERTYPE OF INSURANCELTR INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 07/14/2023 Liberty Mutual Insurance PO Box 188065 Fairfield OH 45018 800-962-7132 800-845-3666 BusinessService@LibertyMutual.com Commercial Building Management Se Rvices Inc. 600 S Grand Ave Ste 109 Santa Ana CA 92705 West American Insurance Company 44393 West American Insurance Company 44393 American Fire and Casualty Company 24066 0344037790 2016-03 B X X BLW61074313 02/28/2023 02/28/2024 1,000,000 300,000 15,000 1,000,000 2,000,000 2,000,000 C 10,000 X X USA61074313 02/28/2023 02/28/2024 2,000,000 2,000,000 *Please See Additional Remarks CITY OF SAN JUAN CAPISTRANO 2175 Cherry Ave. Signal Hill CA 90755 ATTACHMENT 1, Page 59 of 90 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: INS101 (200801) 61074313 1 1 Liberty Mutual Insurance BFW61074313 Commercial Building Management Se Rvices Inc. 600 S Grand Ave Ste 109 Santa Ana CA 92705 West American Insurance Company 44393 08/11/2023 0025 2016-03 The City of an Juan Capistrano, its officials, officers, employees, agents, and volunteers are Additional Insured if required by written contract or written agreement subject to General Liability Blanket Additional Insured Provision. This Policy is Primary and we will not ask for contribution of the Policy issued to the Additional Insured. Waiver of Subrogation applies. Ongoing Operations applies per Form CG8810. Additional Insureds included on Policies listed on underlying schedule will also extend to Umbrella Policy per Form CU6002. Waiver of Transfer of Rights of Recovery Against Others to Us applies when required in a contract or agreement per Form CU6495. ATTACHMENT 1, Page 60 of 90 COMMERCIAL GENERAL LIABILITY CG 88 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL GENERAL LIABILITY EXTENSION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART INDEX SUBJECT PAGE NON-OWNED AIRCRAFT 2 NON-OWNED WATERCRAFT 2 PROPERTY DAMAGE LIABILITY ELEVATORS 2 2 MEDICAL PAYMENTS EXTENSION 3 EXTENSION OF SUPPLEMENTARY PAYMENTS COVERAGES A AND B 3 ADDITIONAL INSUREDS BY CONTRACT, AGREEMENT OR PERMIT 3 PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION 5 ADDITIONAL INSUREDS 6 WHO IS AN INSURED INCIDENTAL MEDICAL ERRORS/MALPRACTICE AND WHO IS AN INSURED FELLOW EMPLOYEE EXTENSION MANAGEMENT EMPLOYEES 6 NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES 7 FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES 7 KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT 7 LIBERALIZATION CLAUSE 7 BODILY INJURY REDEFINED 7 EXTENDED PROPERTY DAMAGE 8 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US 8 WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 1 of 8 ATTACHMENT 1, Page 61 of 90 With respect to coverage afforded by this endorsement, the provisions of the policy apply unless modified by the endorsement. A. NON-OWNED AIRCRAFT Under Paragraph 2. Exclusions of Section I Coverage A - Bodily Injury And Property Damage Liability, exclusion g. Aircraft, Auto Or Watercraft does not apply to an aircraft provided: 1. It is not owned by any insured; 2. It is hired, chartered or loaned with a trained paid crew; 3. The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating her or him a commercial or airline pilot; and 4. It is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. NON-OWNED WATERCRAFT Under Paragraph 2. Exclusions of Section I Coverage A Bodily Injury And Property Damage Liability, Subparagraph (2) of exclusion g. Aircraft, Auto Or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) Less than 52 feet long; and (b) Not being used to carry persons or property for a charge. C. PROPERTY DAMAGE LIABILITY ELEVATORS 1. Under Paragraph 2. Exclusions of Section I Coverage A Bodily Injury And Property Damage Liability, Subparagraphs (3), (4) and (6) of exclusion j. Damage To Property do not apply if such For the purpose of this provision, elevators do not include vehicle lifts. Vehicle lifts are lifts or hoists used in automobile service or repair operations. 2. The following is added to Section IV Commercial General Liability Conditions, Condition 4. Other Insurance, Paragraph b. Excess Insurance: The insurance afforded by this provision of this endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU If Damage To Premises Rented To You is not otherwise excluded from this Coverage Part: 1. Under Paragraph 2. Exclusions of Section I - Coverage A - Bodily Injury and Property Damage Liability: a. The fourth from the last paragraph of exclusion j. Damage To Property is replaced by the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire, lightning, explosion, smoke, or leakage from an automatic fire protection system) to: (i) Premises rented to you for a period of 7 or fewer consecutive days; or (ii) Contents that you rent or lease as part of a premises rental or lease agreement for a period of more than 7 days. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" to contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section III Limits of Insurance. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 2 of 8 ATTACHMENT 1, Page 62 of 90 b.The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III Limits Of Insurance. 2. Paragraph 6. under Section III Limits Of Insurance is replaced by the following: 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection systems; or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9.a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this policy are amended as follows: Under Paragraph 1. Insuring Agreement of Section I Coverage C Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS COVERAGES A AND B 1. Under Supplementary Payments Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or $500 a day because of time off from work. G. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II Who Is An Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the contract or written agreement; or © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 3 of 8 ATTACHMENT 1, Page 63 of 90 b.Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not subdivision; (2) (3) Insurance applies to premises you own, rent, or control but only with respect to the following hazards: a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance, or use of any elevators covered by this insurance. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. With respect to Paragraph 1.a. nal insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to Paragraph 1.b. endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we rece by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV Commercial General Liability Conditions. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 4 of 8 ATTACHMENT 1, Page 64 of 90 2.With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Exclusions under Section I - Coverage A - Bodily Injury And Property Damage Liability: This insurance does not apply to: a. b. cing operations at the c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the ca surveying services. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy. 3. 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 will pay on behalf of the additional insured is the amount of insurance: a. Required by the contract or agreement; or b. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 5 of 8 ATTACHMENT 1, Page 65 of 90 b.The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. I. ADDITIONAL INSUREDS - This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: An additional insured under this endorsement will as soon as practicable: a. insurance to us; b. Tender the defen available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. d. We have no duty to defend or indemnify an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured. 2. The limits of insurance applicable to the additional insured are those specified in a written contract or written agreement or the limits of insurance as stated in the Declarations of this policy and defined in Section III Limits of Insurance of this policy, whichever are less. These limits are inclusive of and not in addition to the limits of insurance available under this policy. J. WHO IS AN INSURED - INCIDENTAL MEDICAL ERRORS / MALPRACTICE WHO IS AN INSURED - FELLOW EMPLOYEE EXTENSION - MANAGEMENT EMPLOYEES Paragraph 2.a.(1) of Section II - Who Is An Insured is replaced with the following: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or "volunteer worker" as a consequence of Paragraph (1) (a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1) (a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. However, if you are not in the business of providing professional health care services or providing professional health care personnel to others, or if coverage for providing professional health care services is not otherwise excluded by separate endorsement, this provision (Paragraph (d)) does not apply. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 6 of 8 ATTACHMENT 1, Page 66 of 90 Paragraphs (a)and (b) of their willful conduct, which is defi The coverage provided by provision J. is excess over any other valid and collectable insurance available to your K. NEWLY FORMED OR ADDITIONALLY ACQUIRED ENTITIES Paragraph 3. of Section II - Who Is An Insured is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the organization; and c. Coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. d. Records and descriptions of operations must be maintained by the first Named Insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations or qualifies as an insured under this provision. L. FAILURE TO DISCLOSE HAZARDS AND PRIOR OCCURRENCES Under Section IV Commercial General Liability Conditions, the following is added to Condition 6. Representations: shall not prejudice the coverage afforded by this policy provided such failure to disclose all hazards or M. KNOWLEDGE OF OCCURRENCE, OFFENSE, CLAIM OR SUIT Under Section IV Commercial General Liability Conditions, the following is added to Condition 2. Duties In The Event of Occurrence, Offense, Claim Or Suit: shall not in itself constitute knowledge of the insured unless an insured listed under Paragraph 1. of Section II Who Is An Insured or a person who has been designated by them to receive reports of N. LIBERALIZATION CLAUSE If we revise this Commercial General Liability Extension Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the day the revision is effective in your state. O. BODILY INJURY REDEFINED Under Section V Definitions, Definition 3. is replaced by the following: 3. anguish, mental injury, shock, fright or death that results from such physical injury, sickness or disease. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 7 of 8 ATTACHMENT 1, Page 67 of 90 P. EXTENDED PROPERTY DAMAGE Exclusion a. of COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY is replaced by the following: a. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This use of reasonable force to protect persons or property. Q. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED IN A CONTRACT OR AGREEMENT WITH YOU Under Section IV Commercial General Liability Conditions, the following is added to Condition 8. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have against a person or organization because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard" provided: 1. You and that person or organization have agreed in writing in a contract or agreement that you waive such rights against that person or organization; and 2. The injury or damage occurs subsequent to the execution of the written contract or written agreement. © 2013 Liberty Mutual Insurance CG 88 10 04 13 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 8 of 8 ATTACHMENT 1, Page 68 of 90 CU 64 95 10 21 © 2021 Liberty Mutual Insurance Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. COMMERCIAL UMBRELLA CU 64 95 10 21 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS – FOLLOWING FORM This endorsement modifies insurance provided under the following: COMMERCIAL UMBRELLA COVERAGE FORM The following is added to Condition 16. Transfer Of Rights Of Recovery Against Others To Us of Section VI – Conditions: However, to the extent that the insured has waived such rights in "underlying insurance", we will waive any right of recovery we may have against a person or organization because of payments we make under this policy. Any such waiver, however, will not be any broader than that provided by such "underlying insurance". ATTACHMENT 1, Page 69 of 90 5396of61074313000890290COMMERCIAL UMBRELLA CU 60 02 04 21 COMMERCIAL UMBRELLA COVERAGE FORM 2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 1 of 21 Various provisions in this policy restrict coverage. Please read the entire policy carefully to determine your rights, duties and what is and is not covered. Throughout this policy, the words "you" and "your" refer to the "named insured" as shown in the Commer- cial Umbrella Policy Declarations and any other person or organization qualifying as a "named insured" under this policy. The words "we", "us" and "our" refer to the company providing this insurance as identified in the Declarations. The word "insured" means any person or organization qualifying as such under Section II - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section VII - Definitions. We, the company named in the Declarations, relying upon the statements made and information furnished to us and in return for the payment of premium and subject to the terms, conditions and limits of insurance of this policy, agree with you to provide coverage as follows: INSURING AGREEMENTS SECTION I - COVERAGES 1.We will pay on behalf of an insured those sums in excess of the "retained limit" that an insured becomes legally obligated to pay by reason of liability imposed by law or assumed by an insured under an "insured contract" as damages because of "bodily injury", "property damage", or "personal and advertising injury" to which this insurance applies. The amount we will pay for damages is limited as described below in Section III - Limits Of Insurance. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Section IV - Defense. 2.The insurance applies to: a."Bodily injury" or "property damage" only if: (1)The "bodily injury" or "property damage" occurs during the "policy period"; (2)The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; and (3)Prior to the "policy period", no insured listed under Paragraph 2.of Section II - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence " or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such insured listed or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" occurred, then the continuation, change or resumption of that "bodily injury" or "property damage" during or after the "policy period" will also be deemed to have been known prior to the "policy period". b."Personal and advertising injury" only if: (1)The "personal and advertising injury" is caused by an "offense" arising out of your business; (2)The "offense" causing the "personal and advertising injury" was committed during the "policy period"; and (3)The "offense" takes place in the "coverage territory". 3."Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 2.of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: a.Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; ATTACHMENT 1, Page 70 of 90 5496of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 2 of 21 b.Receives a written or verbal demand or claim for damages because of "bodily injury" or "property damage"; or c.Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. If such listed insured or authorized "employee" knew, prior to the "policy period", that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the "policy period" will be deemed to have been known prior to the "policy period". 4."Bodily injury" or "property damage" which occurs during the "policy period" and which was not, prior to the "policy period", known to have occurred or to have begun to occur by any insured listed under Paragraph 2.of Section II - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim, includes any continuation, change or resumption of that "bodily injury" or "property damage" after the end of the "policy period". 5.Damages because of "bodily injury" include damages claimed by any person or organizati on for care, loss of services or death resulting at any time from "bodily injury". SECTION II - WHO IS AN INSURED 1.The "named insured" is an insured. 2.If you are designated in the Declarations as: a.An individual, you and your "spouse" are insureds, but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture, you and your "spouse" are insureds. The partners or members and their "spouses" are also insureds, but only with respect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture, or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 3.Each of the following is also an insured: a.Your "volunteer workers" but only while performing duties related to the conduct of your business, your "employees", other than your "executive officers" (if you are an organization other than a partnership, joint venture, or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while perform- ing duties related to the conduct of your business. However, none of these "employees" or "volun- teer workers" are insureds for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b)To the "spouse", child, parent, brother or sister of that co-"employee" or "volunteer work- er" as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury to persons described in Paragraph (1)(a)or (1)(b) above; or ATTACHMENT 1, Page 71 of 90 5596of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 3 of 21 (d)Arising out of his or her providing or failing to provide professional health care services. However, Paragraphs (1)(a), (1)(b),and (1)(c)do not apply to the extent "underlying insurance" provides coverage for such person(s). Coverage for such persons under this policy, will be no broader than that provided by "underlying insurance". Coverage provided by this policy for "bodily injury" to a co-"employee" or "volunteer worker" will not apply if the injured co-"employee’s" or "volunteer worker’s" remedy for such injury is provided under a workers’ compensation law or any similar law. (2)"Property damage" to property: (a)Owned, occupied, or used by; (b)Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by; you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.Any person or organization, other than the "named insured", who qualifies as an additional insured in the "underlying insurance". However, coverage under this policy will be no broader than that provided by "underlying insurance". The insurance afforded to such additional insured only applies to the extent permitted by law and the amount we will pay for damages is limited as described in Section III - Limits Of Insurance. c.Any person, other than your "employee" or "volunteer worker", or organization while acting as your real estate manager. d.Any person or organization having proper temporary custody of your property if you die, but only: (1)With respect to liability arising out of the maintenance or use of that property; and (2)Until your legal representative has been appointed. e.Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy. f.With respect to liability arising out of the maintenance, ownership, or use of an "auto", any person or organization qualifying as an insured in the "underlying insurance" which provides coverage for such "auto", but only to the extent provided in such "underlying insurance". No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture, or limited liability company that is not a "named insured". SECTION III - LIMITS OF INSURANCE 1.The Limits of Insurance shown in (Item 4)of the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits" brought; c.Persons or organizations making claims or bringing "suits"; or d.Coverages provided under this policy. 2.The General Aggregate Limit is the most we will pay for all damages covered under Section I - Cov- erages except: a.Damages included in the "products-completed operations hazard"; and b.Damages caused by an "occurrence" and resulting from the ownership, maintenance, or use of a covered "auto". 3.The Products-Completed Operations Aggregate Limit is the most we will pay for all damages included in the "products-completed operations hazard". ATTACHMENT 1, Page 72 of 90 5696of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 4 of 21 4.Subject to Paragraph 2.or 3.in Section III - Limits Of Insurance,whichever applies, the Each Occurrence Limit is the most we will pay for all damages covered under Section I - Coverages because of one "occurrence" or one "offense". Non-Cumulation of Liability - Same Occurrence - if one "occurrence" causes "bodily injury" and/or "property damage" or one "offense" causes "personal and advertising injury", during the "policy period" and during the "policy period" of one or more prior, and/or future, commercial umbrella or excess liability policy(ies) issued to you by us and any affiliated insurance company, then this policy’s Each Occurrence Limit will be reduced by the amount of each payment made by us and any affiliated insurance company under the other policy(ies) because of such "occurrence" or "offense". This para- graph will not apply to insurance specifically written as excess over this policy. 5.If the applicable Limits of Insurance of "underlying insurance" or of "other insurance" providing cov- erage to the insured are reduced or exhausted by actual payment of damages, we will, subject to the terms and condition of this policy: a.In the event of reduction, pay in excess of the reduced Limits of Insurance of "underlying insur- ance" and any applicable "other insurance"; or b.In the event of exhaustion, continue in force as "underlying insurance", but for no broader cov- erage than is available under this policy. The "retained limit" will not be reduced or exhausted by defense costs, loss adjustment expenses, supplementary payments or similar amounts that reduce or exhaust the policy limits of "underlying insurance" or "other insurance". 6.If there is applicable "underlying insurance" with a "policy period" that is non-concurrent with the "policy period" of this policy, the "retained limit" with respect to any coverage provided by this policy excess of such "underlying insurance" will only be reduced or exhausted by payments for: a."Bodily injury" or "property damage" that occurs during the "policy period" of this policy; or b."Personal and advertising injury" for "offenses" that are committed during the "policy period" of this policy. However, if any "underlying insurance" is written on a claims-made basis, the "retained limit" will only be reduced or exhausted by claims for that insurance that are made during the "policy period", or any Extended Reporting Period, applicable to this policy. 7.The Limits of Insurance of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the "policy period", unless the "policy period" is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. 8.We will be liable only for that portion of damages, subject to the Each Occurrence Limit stated in the Declarations, in excess of the "retained limit", and then up to an amount not exceeding the Each Occurrence Limit as stated in the Declarations. Once the Self-Insured Retention has been exhausted by actual payment of claims in full by the insured, the Self-Insured Retention will not be reapplied or again payable by the insured for said "policy period". 9.If coverage provided to an additional insured is required by a contract or agreement, we will pay on behalf of the additional insured the lesser of: a.The amount of insurance required by the contract or agreement less any amounts payable by any "underlying insurance" or otherwise retained; or b.The available applicable Limits of Insurance of this policy. The Limits of Insurance applicable to such additional insureds are included within, and are not in addition to, the Limits of Insurance shown in the Declarations of this policy. ATTACHMENT 1, Page 73 of 90 5796of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 5 of 21 SECTION IV - DEFENSE 1.We will have the right and duty to defend the insured against any claim or "suit" seeking damages covered by the terms and conditions of this policy, by counsel of our choice, when: a.The applicable limits of the "underlying insurance" and "other insurance" providing coverage to the insured have been exhausted by actual payment of damages to which this policy applies; or b.Damages are sought for any "occurrence" or "offense" which is covered by this policy but not covered by the "underlying insurance" or "other insurance" providing coverage to the insured. 2.When we assume the defense of any claim or "suit": a.We have the right to investigate, defend, and settle the claim or "suit" as we deem appropriate. b.We will pay the following as expenses, to the extent that they are not included in the "underlying insurance" or any applicable "other insurance": (1)All expenses we incur. (2)Premiums on bonds to release attachments, which bond amounts will not exceed our ap- plicable Limits of Insurance, but we are not obligated to apply for or furnish any such bond. (3)Premiums on appeal bonds, which bond amounts will not exceed our applicable Limits of Insurance, required by law to appeal any claim or "suit" we defend, but we are not obligated to apply for or furnish any such bond. (4)All costs taxed against the insured in any claim or "suit" we defend. However, these payments do not include attorneys’ fees or attorneys’ expenses taxed against the insured. (5)Pre-judgment interest awarded against the insured on that part of the judgment we pay that is within our applicable Limits of Insurance. However, if we make an offer to pay the applicable Limits of Insurance, we will not pay any pre-judgment interest based on the period of time that accrues after the offer. (6)All interest that accrues after entry of judgment and before we have paid, offered to pay or deposited in court the part of the judgment that is within our applicable Limit of Insurance. (7)The insured’s actual and reasonable expenses incurred at our request including actual loss of earnings up to $500 a day because of time off from work. These expenses are payable in addition to our Limits of Insurance. 3.Our duty to defend any claim or "suit" or pay any expenses as outlined in Paragraph 2.b.above, will end when our applicable Limits of Insurance have been exhausted by payment of judgments or settle- ments. 4.Except as provided in Paragraph 1.in Section IV - Defense,we will not be obligated to participate or assume charge of the settlement or defense of any claim or "suit" against the insured. We will, how- ever, have the right and will be given the opportunity to participate in the settlement, defense and trial of any claim or "suit" which, in our opinion, may create liability on our part under the terms of this policy. If we exercise such right, we will do so at our own expense. 5.If we have a duty to defend but are prevented by law or statute from performing that duty, you agree to take up such defense and investigation. We will reimburse you for our share of the reasonable costs incurred for such investigation or defense. SECTION V - EXCLUSIONS This insurance does not apply to: 1. Aircraft Any liability arising out of the ownership, maintenance, use or entrustment to others of any aircraft, if such aircraft is owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". ATTACHMENT 1, Page 74 of 90 5896of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 6 of 21 2. Asbestos Any liability, loss, cost or expense arising or allegedly arising out of or related in any way, either directly or indirectly, to: a.Asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbes- tos dust, including, but not limited to, manufacture, mining, use, sale, installation, removal, or distribution activities; b.Exposure to, testing for, monitoring of, cleaning up, removing, containing or treating of asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust, regardless if such testing monitoring, cleaning containing or treating is requested, ordered or mandated by any regulatory or governmental entity; or c.Any obligation to investigate, settle or defend, or indemnify any person against any claim or "suit" arising out of, or related in any way, either directly or indirectly, to asbestos, asbestos products, asbestos-containing materials or products, asbestos fibers or asbestos dust, regardless if such claim or "suit" is brought by or on behalf of any regulatory or governmental entity. 3. Auto Coverages a.Any loss, cost or expense payable under first-party "auto" physical damage, "auto" no-fault law, uninsured motorist or underinsured motorist law, "auto" medical payments coverage, personal injury protection or under any similar law, regulation or ordinance. b.Any liability arising out of the ownership, maintenance, use or entrustment to others of any "auto". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment , training or monitoring of others by that insured. However, this exclusion does not apply to the extent "underlying insurance" provides such cov- erage. Coverage under this policy will be no broader than that provided by "underlying insurance". 4. Contractual Liability Any liability assumed by any insured under any contract or agreement. This exclusion does not apply: a.To liability that the insured would have in the absence of the contract or agreement; b.To "bodily injury" or "property damage" assumed in an "insured contract", provided that the "bodily injury" or "property damage" occurs subsequent to the execution of the "insured con- tract"; or c.To the extent that coverage is provided by "underlying insurance". Coverage under this policy will be no broader than that provided by "underlying insurance". Solely for purposes of liability assumed in an "insured contract", reasonable attorneys’ fees and neces- sary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of liability, provided: (1)Liability to such party for, or for the cost of, that party’s defense has also been assumed in the same "insurance contract"; and (2)Such attorney fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged; 5. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: a.A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or b.A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. ATTACHMENT 1, Page 75 of 90 5996of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 7 of 21 This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 6. Damage To Property "Property damage" to: a.Property you own, rent or occupy including any costs or expenses incurred by you, or any other person, organization or entity for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another’s property; b.Premises you sell, give away, or abandon, if the "property damage" arises out of any part of those premises; c.Property loaned to you; d.Personal property in the care, custody or control of an insured; e.That particular part of real property on which you or any contractors or subcontract ors working directly or indirectly on your behalf are performing operation, if the "property damage" arises out of those operations; or f.That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 6.b.of this exclusion does not apply if the premises are "your work" and were never oc- cupied, rented, or held for rental by you. Paragraphs 6.c., 6.d., 6.e.and 6.f.of this exclusion do not apply to liability assumed under a railroad sidetrack agreement. Paragraphs 6.c.and 6.d.of this exclusion do not apply to liability assumed under a written Trailer Interchange Agreement. Paragraph 6.f.of this exclusion does not apply to "property damage" included in the "products-com- pleted operations hazard". 7. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. 8. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 9. Employer’s Liability "Bodily injury" to: a.An "employee" of any insured arising out of and in the course of: (1)Employment by the insured; or (2)Performing duties related to the conduct of any insured’s business; or b.The "spouse", child, parent, brother or sister of that "employee" as a consequence of Paragraph 9.a.above. This exclusion applies: a.Whether any insured may be liable as an employer or in any other capacity; and b.To any obligation to share damages with or repay someone else who must pay damages because of the injury. ATTACHMENT 1, Page 76 of 90 6096of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 8 of 21 However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 10. Employment-related Practices Any liability arising or allegedly arising out of any: a.Refusal to employ or promote a person; b.Termination of a person’s employment; c.Employment-related practices, policies, acts or omissions, including, but not limited to, coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimina- tion or malicious prosecution directed at a person, or any other employment-related practices, policies, acts or omissions; or d.Consequential liability, damage, loss, cost or expense as a result of Paragraphs 10.a., 10.b.,and 10.c.,above. This exclusion applies: a.Whether the injury-causing event described in Paragraphs 10.a., 10.b., 10.c.,and 10.d.,occurs before employment, during employment or after employment of that person; b.Whether an insured may be liable as an employer or in any other capacity; and c.To any obligation to share damages with or to repay someone else who must pay damages be- cause of the injury. 11. ERISA Any obligation of an insured under the Employee Retirement Income Security Act of 1974 or any amendments to that act, or under any similar law, regulation or ordinance. 12. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. How- ever, this exclusion does not apply to "bodily injury" resulting from the use of reasonable force to protect persons or property. 13. Fungi Or Bacteria a.Any liability which would not have occurred, in whole or in part, but for the actual, alleged or threatened inhalation of, ingestion of, contact with, exposure to, existence of, or presence of, any "fungi" or bacteria on or within a building or structure, including its contents, regardless of wheth- er any other cause, event, material or product contributed concurrently or in any sequence to such injury or damage. b.Any loss, cost or expenses arising out of the abating, testing for, monitoring, cleaning up, remov- ing, containing, treating, detoxifying, neutralizing, remediating or disposing of, or in any way responding to, or assessing the effects of, "fungi" or bacteria, by any insured or by any other person or entity. This exclusion does not apply to any "fungi" or bacteria that are, are on, or are contained in, a good or product intended for bodily consumption. 14. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: a.Causing or contributing to the intoxication of any person; b.The furnishing of alcoholic beverages to a person under the legal drinking age or under the influ- ence of alcohol; or c.Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic bev- erages. ATTACHMENT 1, Page 77 of 90 6196of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 9 of 21 This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured or providing or failing to provide transportation with respect to any person that may be under the influence of alcohol if the "occurrence" which caused the "bodily injury" or "property damage", involved that which is de- scribed in Paragraph 14.a., 14.b.or 14.c.above. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. We will follow "underlying insurance" with respect to whether or not permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is considered the business of selling, serving or furnishing alcoholic beverages. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 15. Mobile Equipment Any liability for or arising out of the ownership, maintenance, use or entrustment to others of any "mobile equipment". Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, em- ployment, training or monitoring of others by that insured. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 16. Nuclear Material, Hazard Or Incident a.Any liability, injury or damage: (1)With respect to which any insured under the policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters, Nuclear Insurance Association of Canada or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its Limits of Insurance; or (2)Resulting from the "hazardous properties" of "nuclear material" and with respect to which (a) a person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (b)any insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. b.Any liability, injury or damage resulting from the "hazardous properties" of "nuclear material", if: (1)The "nuclear material"(a)is at any "nuclear facility" owned by, or operated by or on behalf of, any insured or (b)has been discharged or dispersed therefrom; (2)The "nuclear material" is contained in "spent fuel" or "nuclear waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of any insured; or (3)The injury or damage arises out of the furnishing by any insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility", but if such facility is located within the United States of America, its territor- ies or possessions or Canada, this Paragraph b.(3)applies only to "property damage" to such "nuclear facility" and any property therein. As used in this exclusion, injury or damage includes all forms of radioactive contamination of property. 17. Personal And Advertising Injury "Personal and advertising injury": a.Caused by or at the direction of the insured with the knowledge that the act would violate the rights of another and would inflict "personal and advertising injury"; b.Arising out of oral or written publication, in any manner, of material, if done by or at the direction of the insured with knowledge of its falsity; ATTACHMENT 1, Page 78 of 90 6296of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 10 of 21 c.Arising out of oral or written publication, in any manner, of material whose first publication took place before the beginning of the "policy period"; d.Arising out of a criminal act committed by or at the direction of the insured; e.For which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agree- ment; f.Arising out of a breach of contract, except an implied contract to use another’s advertising idea in your "advertisement"; g.Arising out of the failure of goods, products, or services to conform with any statement of quality or performance made in your "advertisement"; h.Arising out of the wrong description of the price of goods, products, or services stated in your "advertisement"; i.Arising out of the infringement of copyright, patent, trademark, trade secret, or other intellectual property rights. Under this exclusion, such other intellectual property rights do not include the use of another’s advertising idea in your "advertisement". However, this exclusion does not apply to infringement, in your "advertisement", copyright, trade dress, or slogan; j.Committed by an insured whose business is: (1)Advertising, broadcasting, publishing, or telecasting; (2)Designing or determining content of websites for others; or (3)An Internet search, access, content, or service provider. However, this exclusion does not apply to Paragraphs 23.a., 23.b.,or 23.c.of the definition of "personal and advertising injury" under Section VII - Definitions. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcast- ing, publishing, or telecasting; k.Arising out of an electronic chatroom or bulletin board the insured hosts, owns, or over which the insured exercises control; or l.Arising out of the unauthorized use of another’s name or product in your e-mail address, domain name or metatag, or any other similar tactics to mislead another’s potential customers. 18. Pollution Any liability arising out of or in any way related to: a.The actual, alleged or threatened presence, discharge, dispersal, seepage, migration, release, or escape of "pollutants", anywhere at any time, however caused. b.Any loss, cost, or expense arising out of any: (1)Request, demand, order, or statutory or regulatory requirement that any insured or others test for, monitor, clean-up, remove, contain, treat, detoxify, neutralize or in any way respond to or assess the effects of "pollutants"; or (2)Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way assessing the effects of "pollutants". This exclusion will also apply regardless of whether such discharge, dispersal, seepage, migration, release, or escape of such "pollutant" is covered by "underlying insurance". ATTACHMENT 1, Page 79 of 90 6396of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 11 of 21 19. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, with- drawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: a."Your product"; b."Your work"; or c."Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. 20. Recording And Distribution Of Material Or Information In Violation Of Law Any liability arising directly or indirectly out of any action or omission that violates or is alleged to violate: a.The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; b.The CAN-SPAM Act of 2003, including any amendment of or addition to such law; c.The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act (FACTA); or d.Any federal, state or local statute, ordinance or regulation, other than TCPA, CAN-SPAM Act of 2003, or FCRA and their amendments and additions, that addresses, prohibits, or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating, or distribu- tion of material or information. 21. War Any liability, however caused, arising, directly or indirectly, out of: a.War, including undeclared or civil war; b.Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or c.Insurrection, rebellion, revolution usurped power, or action taken by governmental authority in hindering or defending against any of these. 22. Watercraft Any liability arising out of the ownership, maintenance, use, or entrustment to others of any watercraft owned, operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured. However, this exclusion does not apply to the extent "underlying insurance" provides such coverage. Coverage under this policy will be no broader than that provided by "underlying insurance". 23. Workers’ Compensation And Similar Laws Any obligation of an insured under a Workers Compensation, Unemployment Compensation or Disabil- ity Benefits Law, or under any similar law, regulation or ordinance. SECTION VI - CONDITIONS 1. Appeals If the insured or "underlying insurers" do not appeal a judgment in excess of the "retained limit", we have the right to make such an appeal. If we elect to appeal, we will be liable for all court costs, expenses incurred and interest incidental to the appeal, in addition to the Limits of Insurance of this policy. However, our liability on such an award or judgment will not exceed our Limits of Insurance as stated in (Item 4)of the Declarations. ATTACHMENT 1, Page 80 of 90 6496of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 12 of 21 2. Audit We may audit and examine your books and records as they relate to this policy at any time during the period of this policy and for up to three years after the expiration or termination of this policy. 3. Bankruptcy Or Insolvency The bankruptcy, insolvency or inability to pay of any insured or the bankruptcy, insolvency or inability to pay of any of the "underlying insurers" will not relieve us from the payment of any claim or "suit" covered by this policy. Under no circumstances will such bankruptcy, insolvency or inability to pay require us to drop down and replace the "retained limit" or assume any obligation with the "retained limit". This insurance will apply as if the "underlying insurance" were in full effect. 4. Cancellation a.You may cancel this policy. You must mail or deliver advance written notice to us stating when the cancellation is to take effect. b.We may cancel this policy. If we cancel because of nonpayment of premium, we must mail or deliver to you not less than 10 days advance written notice stating when the cancellation is to take effect. If we cancel for any other reason, we must mail or deliver to you not less than 30 days advance written notice stating when the cancellation is to take effect. Mailing that notice to you at your mailing address shown in (Item 1)of the Declarations will be sufficient to prove notice. c.The "policy period" will end on the day and hour stated in the cancellation notice. d.If we cancel, final premium will be calculated pro rata based on the time this policy was in force. Final premium will not be less than the Minimum Premium as shown in (Item 3)of the Declarations. e.If you cancel, final premium will be more than pro rata; it will be based on the time this policy was in force and increased by our short rate cancellation table and procedure. Final premium will not be less than the Minimum Premium as shown in (Item 3)of the Declarations. f.Premium adjustment may be made at the time of cancellation or as soon as practicable thereafter but the cancellation will be effective even if we have not made or offered any refund due you. Our check or our representative’s check, mailed or delivered, will be sufficient tender of any refund due you. g.The first "named insured" designated in (Item 1)of the Declarations will act on behalf of all other insureds with respect to the giving and receiving of notice of cancellation and the receipt of any refund that may become payable under this policy. h.Any of these provisions that conflict with a law that controls the cancellation of the insurance in this policy is changed by this statement to comply with the law. i.If notice is mailed, proof of mailing will be sufficient proof of notice under this section. 5. Changes This policy may only be changed by a written endorsement issued by us. 6. Concealment, Misrepresentation Or Fraud We may void this policy or deny a claim at any time if, before or after a loss, you: a.Concealed or misrepresented any material fact or circumstance; b.Made incorrect statements or representations to us with regard to any material fact or circum- stance; or c.Engaged in fraudulent conduct; at the time of application or any time during the "policy period". ATTACHMENT 1, Page 81 of 90 6596of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 13 of 21 7. Duties In The Event Of An Occurrence, Offense, Claim Or Suit a.You must see to it that we are notified as soon as practicable of an "occurrence " or "offense" which may result in a claim or "suit" under this policy. To the extent possible, notice will include: (1)How, when and where the "occurrence" or "offense" took place; (2)The names and addresses of any injured person and witnesses; and (3)The nature and location of any injury or damage arising out of the "occurrence" or "offense". b.If a claim or "suit" against any insured is reasonably likely to involve this policy you must notify us in writing as soon as practicable. c.You and any other involved insured must: (1)Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement or defense of the claim or "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of injury or damage to which this insurance may also apply. d.The insureds will not, except at their own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 8. Economic Or Trade Sanctions If coverage for a claim or "suit" under this policy would violate any United States of America economic or trade sanctions, including but not limited to, sanctions administered and enforced by the United States Treasury Department’s Office of Foreign Assets Control ("OFAC"), then coverage for that claim or "suit" will be null and void. 9. Inspection We have the right, but are not obligated, to inspect the premises and operations of any insured at any time. You acknowledge that our inspections are not safety inspections. They relate only to the insurabil- ity of the premises and operations of any insured and the premiums to be charged. We may give you reports on the conditions we find. We may also recommend changes. While they may help reduce losses, we do not undertake to perform the duty of any person or organization to provide for the health or safety of any "employees", invitees or the public. We do not warrant that the premises or operations of any insured are safe or healthful or that they comply with laws, regulations, codes or standards. This condition applies not only to us, but also to any rating, advisory, rate service or similar organiza- tion, which makes insurance inspections, surveys, reports or recommendations for us. 10. Legal Actions Against Us There will be no right of action against us under this insurance unless: a.You have complied with all the terms of this policy; and b.The amount you owe has been determined by settlement with our consent or by actual trial and final judgment. This insurance does not give anyone the right to join us as a party or otherwise bring us into a "suit" asking for damages from an insured. We will not be liable for damages that are not payable under the terms of this policy or are in excess of the applicable limit of insurance provided by this policy. 11. Maintenance Of Underlying Insurance During the "policy period", you agree: a.To keep all "underlying insurance" in full force and effect; ATTACHMENT 1, Page 82 of 90 6696of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 14 of 21 b.That any renewals or replacements of any "underlying insurance" will not be more restrictive in coverage; c.That the total applicable limits of all "underlying insurance" will not decrease except for any reduction or exhaustion of aggregate limits by payment of judgments or settlements to which this policy applies; and d.That the terms, definitions, conditions, exclusions and endorsements of all "underlying insurance" will not change during the "policy period" such as to increase the coverage afforded under this policy. If you fail to comply with these requirements, we will only be liable to the same extent that we would have been had you fully complied with these requirements. 12. Other Insurance If "other insurance" applies to a loss that is also covered by this policy, this policy will apply excess, and in no event as contributing insurance with respect to the "other insurance". Nothing herein shall be construed to make this policy subject to the terms, conditions and limitations of such "other insurance". However, this provision will not apply if the "other insurance" is specifically written to be excess of this policy. 13. Premium The first "named insured" designated in (Item 1)of the Declarations will be responsible for payment of all premiums when due. The premium for this policy will be computed on the basis set forth in (Item 3)of the Declarations. At the beginning of the "policy period", you must pay us the Advance Premium shown in (Item 3)of the Declarations. When this policy expires or if it is canceled, we will compute the earned premium for the time this policy was in force. If this policy is subject to audit adjustment, the actual exposure basis will be used to compute the earned premium. If the earned premium is greater than the Advance Premium, you will promptly pay us the difference. If the earned premium is less than the Advance Premium, we will return the difference to you. But in any event we will retain the Minimum Premium as shown in (Item 3)of the Declarations for each twelve months of our "policy period". 14. Separation Of Insureds Except with respect to our Limits of Insurance and any rights or duties specifically assigned to the first "named insured" designated in (Item 1)of the Declarations, this insurance applies: a.As if each "named insured" were the only "named insured"; and b.Separately to each insured against whom claim is made or "suit" brought. This condition will not increase our limit of liability for any one "occurrence" or "offense". This con- dition also has no effect on the applicability of exclusions that exclude coverage for all insureds for injury or damage arising from the specified conduct of an or any insured. 15. Terms Conformed To Statute The terms of this policy which are in conflict with the statutes of the state where this policy is issued are amended to conform to such statutes. If we are prevented by law or statute from paying on behalf of an insured, then we will, where permitted by law or statute, indemnify the insured for those sums in excess of the "retained limit". 16. Transfer Of Rights Of Recovery Against Others To Us If any insured has rights to recover all or part of any payment we have made under this policy, those rights are transferred to us. The insured must do nothing after loss to impair those rights and must help us enforce them. Any recoveries will be applied as follows: a.Any interests, including the insured, that have paid an amount in excess of our payment under this policy will be reimbursed first; ATTACHMENT 1, Page 83 of 90 6796of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 15 of 21 b.We then will be reimbursed up to the amount we have paid; and c.Lastly, any interests, including the insured, over which our insurance is excess, are entitled to claim the residue. Expenses incurred in the exercise of rights of recovery will be apportioned between the interests including the insured, in the ratio of their respective recoveries as finally settled. 17. Transfer Of Your Rights And Duties Your rights and duties under this policy may not be transferred without our written consent. If you die or are legally declared bankrupt, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as your legal representative. However, notice of cancellation sent to the first "named insured" designated in (Item 1)of the Declarations and mailed to the address shown in this policy will be sufficient notice to effect cancellation of this policy. 18. When LossIs Payable Coverage under this policy will not apply unless and until any insured or an insured’s "underlying insurer" is obligated to pay the "retained limit". When the amount of loss has finally been determined, we will promptly pay on behalf of the insured the amount of loss falling within the terms of this policy. You will promptly reimburse us for any amount within the Self-Insured Retention advanced by us at our discretion on behalf of any insured. SECTION VII - DEFINITIONS 1."Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products, or services for the purpose of attracting customers or support- ers. For the purposes of this definition: a.Notices that are published include material placed on the Internet or on similar electronic means of communication; and b.Regarding websites, only that part of a website that is about your goods, products, or services for the purposes of attracting customers or supporters is considered an "advertisement". 2."Auto" means: a.A land motor vehicle, trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment; or b.Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. However, "auto" does not include "mobile equipment". 3."Bodily injury" means physical injury, sickness, or disease sustained by a person. This includes mental injury, mental anguish, humiliation, shock or death if directly resulting from physical injury, sickness, or disease to that person. 4."By-product material" has the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 5."Coverage territory" means: a.The United States of America, including its territories and possessions, Puerto Rico and Canada; and b.If provided by "underlying insurance", anywhere in the world except any country or jurisdiction which is subject to trade or other economic sanction or embargo by the United States of America, including but not limited to, sanctions administered and enforced by the United States Treasury Department’s Office of Foreign Assets Control ("OFAC"). The "coverage territory" of this policy will be no broader than that provided by "underlying insurance". 6."Employee" includes a "leased worker". "Employee" does not include a "temporary worker". ATTACHMENT 1, Page 84 of 90 6896of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 16 of 21 7."Executive officer" means a person holding any of the officer positions created by your charter, con- stitution, bylaws, or other similar governing document. 8."Fungi" means any type or form of fungus, including mold or mildew and any mycotoxins, spores, scents or by-products produced or released by "fungi". 9."Hazardous properties" includes radioactive, toxic or explosive properties. 10."Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment or removal of "your product" or "your work"; or b.Your fulfilling the terms of the contract or agreement. 11."Insured contract" means: a.A contract for lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner is not an "insured contract"; b.A sidetrack agreement; c.Any easement or license agreement, except in connection with construction or demolition oper- ations on or within 50 feet of a railroad; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; f.That part of any contract or agreement entered into, as part of your business, pertaining to the rental or lease, by you or any of your "employees", of any "auto". However, such contract or agreement shall not be considered an "insured contract" to the extent that it obligates you or any of your "employees" to pay for "property damage" to any "auto" rented or leased by you or any of your "employees"; or g.That part of any other contract or agreement pertaining to your business (including an indemnifica- tion of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraphs 11.f.and 11.g.above do not include that part of any contract or agreement: (1)That indemnifies a railroad for "bodily injury" or "property damage" arising out of construc- tion or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing; (2)That pertains to the loan, lease or rental of an "auto" to you or any of your "employees", if the "auto" is loaned, leased or rented with a driver; (3)That holds a person or organization engaged in the business of transporting property by "auto" for hire harmless for your use of a covered "auto" over a route or territory that the person or organization is authorized to serve by public authority; (4)That indemnifies an architect, engineer, or surveyor for injury or damage arising out of: (a)Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, drawings and specifications; or ATTACHMENT 1, Page 85 of 90 6996of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 17 of 21 (b)Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (5)Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured’s rendering or failure to render professional services, includ- ing those listed in Paragraph (4)above and supervisory, inspection, architectural or engineer- ing activities. 12."Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 13."Loading or unloading" means the handling of property: a.After it is removed from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b.While it is in or on an aircraft, watercraft or "auto"; or c.While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered. However, "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 14."Mobile equipment" means any of the following types of land vehicles, including any attached machin- ery or equipment: a.Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, maintained primarily to provide mobility to permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in 14.a., 14.b., 14.c.,or 14.d.above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment; or (2)Cherry pickers and similar devices used to raise or lower property, equipment, or workers; and f.Vehicles not described in 14.a., 14.b., 14.c.,or 14.d.above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1)Equipment designed primarily for: (a)Snow removal; (b)Road maintenance, but not construction or resurfacing; or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower property, equipment, or workers; and (3)Air compressors, pumps and generators, including spraying, welding, building cleaning, geo- physical exploration, lighting and well servicing equipment. ATTACHMENT 1, Page 86 of 90 7096of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 18 of 21 However, "mobile equipment" does not include land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where such vehicles are licensed or principally garaged. 15."Named insured" means: a.Any person or organization listed in (Item 1)of the Declarations; b.Any organization of which you maintain ownership or majority interest as of the effective date of this policy, provided that such organization was made known to us by the effective date of this policy and is included as an insured in "underlying insurance". However, coverage for this insured under this policy will be no broader than that provided by "underlying insurance". c.Any organization you newly acquire or form, other than a partnership, joint venture, or limited liability company, and over which you maintain ownership or majority interest, will qualify as a "named insured" under this policy if there is no other similar insurance available to that organiza- tion. However: (1)Coverage under this provision is afforded only until the 180th day from the date you acquire or form the organization or the end of the "policy period", whichever is earlier. However, such coverage will be provided for no longer than that provided by "underlying insurance"; (2)Coverage does not apply to any liability that occurred or "offense" committed before you acquired or formed the organization; and (3)Coverage applies only if the organization is included as an insured in "underlying insurance" and coverage for this insured will be no broader coverage than that provided by "underlying insurance". 16."Nuclear facility" means: a.Any "nuclear reactor"; b.Any equipment or device designed or used for: (1)Separating the isotopes of uranium or plutonium; (2)Processing or utilizing "spent fuel"; or (3)Handling, processing or packaging "nuclear waste"; c.Any equipment or device used for the processing, fabricating or alloying of "special nuclear ma- terial" if at any time the total amount of such material in the custody of any insured at the premises where such equipment or device is located consists of or contains more than 25 grams of pluto- nium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; d.Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of, "waste", and includes the site on which any of the foregoing is located, all operations considered on such site and all premises used for such operations. 17."Nuclear material" means "source material", "special nuclear material" or "by-product material". 18."Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. 19."Nuclear waste" means any waste material: a.Containing "by-product material" other than the tailings of waste produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content; and b.Resulting from the operation by any person or organization of any "nuclear facility" included under the first two paragraphs of the definition of "nuclear facility". 20."Occurrence" means an accident, including continuous or repeated exposure to substantiall y the same general harmful conditions. All such exposure to substantially the same general harmful conditions shall be considered as arising out of one "occurrence". ATTACHMENT 1, Page 87 of 90 7196of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 19 of 21 21."Offense" means an "offense" included in the definition of "personal and advertising injury". All damages that arise from exposure to the same act, publication, infringement or general conditions are considered one "offense", regardless of the frequency or repetition thereof, the number or kind of media used or the number of claimants. 22."Other insurance" means any valid and collectible policies of insurance providing coverage for dam- ages covered in whole or in part by this policy. "Other insurance", however, does not include "underlying insurance", any amount shown in the Dec- larations as a Self-Insured Retention or any insurance specifically written as excess over this policy. 23."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following "offenses": a.False arrest, detention or imprisonment; b.Malicious prosecution; c.The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person occupies, committed by or on behalf of the owner, landlord or lessor; d.Oral or written publication, in any manner, of material that slanders or libels a person or organiza- tion or disparages a person’s or organization’s goods, products or services; e.Oral or written publication, in any manner, of material that violates a person’s right of privacy; f.The use of another’s advertising idea in your "advertisement"; or g.Infringing upon another’s copyright, trade dress or slogan in your "advertisement". 24."Policy period" means the time between the effective date of this policy shown in (Item 2)of the Declarations and the earlier of the expiration date shown in (Item 2)of the Declarations, termination date or cancellation date of this policy. 25."Pollutants" means any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals, and waste. Waste includes materials to be recycled, reconditioned, or reclaimed. 26."Products-completed operations hazard": a.Means all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. "Your work" will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the site has been completed if your contract calls for work at more than one site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. ATTACHMENT 1, Page 88 of 90 7296of2020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 20 of 21 27."Property damage" means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use will be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss will be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CDROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 28."Retained limit" means, the greater of: a.The total applicable limits of the "underlying insurance" and any "other insurance" available to the insured; or b.The amount stated in the Declarations as the Self-Insured Retention as a result of any one "occur- rence" or one "offense" not covered by "underlying insurance" nor by any "other insurance" providing coverage to the insured. 29."Source material" has the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 30."Special nuclear material" has the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 31."Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor". 32."Spouse" means any husband, wife or partner in a marriage or civil union or any person qualifying as a domestic partner under any federal, state or local laws. 33."Suit" means a civil proceeding which seeks monetary damages because of any liability to which this insurance applies. "Suit" also includes: a.An arbitration proceeding in which such damages are claimed and to which you must submit or do submit with our consent; or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which you submit with our consent. 34."Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 35."Underlying insurance" means the policy or policies of insurance or self-insurance and their limits of insurance listed in the Schedule of Underlying Insurance. It includes any renewal or replacement of those policies during the term of this insurance provided that: a.Policy limits are equal to or greater than the policy being renewed or replaced; and b.Insurance is provided for the same hazards, except as to any modifications which are agreed to by us in writing. If however, a policy shown in the Schedule of Underlying Insurance has a limit of insurance: a.Greater than the amount shown in the Schedule of Underlying Insurance, this policy will apply in excess of the greater amount of valid and collectible insurance; or b.Less than the amount shown in the Schedule of Underlying Insurance, this policy will apply in excess of the amount shown in the Schedule of Underlying Insurance forming a part of this policy. 36."Underlying insurer" means any insurer who provides "underlying insurance". ATTACHMENT 1, Page 89 of 90 7396of610743130008902902020Liberty Mutual Insurance CU 60 02 04 21 Includes copyrighted material of Insurance Services Office, Inc.,with its permission.Page 21 of 21 37."Volunteer worker" means a person who is not your "employee", and who donates his or her work and acts at the direction of and within the scope of duties determined by you, and is not paid a fee, salary, or other compensation by you or anyone else for their work performed for you. 38."Your product" means: a.Any goods or products, other than real property, manufactured, sold, handled, distribute d or disposed of by: (1)You; (2)Others trading under your name; or (3)A person or organization whose business or assets you have acquired; and b.Containers (other than vehicles) materials, parts or equipment furnished in connection with such goods or products. "Your product" includes: a.Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and b.The providing of or failure to provide warnings or instructions. "Your product" does not include vending machines or other property rented to or located for the use of others but not sold. 39."Your work" means: a.Work or operations performed by you or on your behalf; and b.Materials, parts or equipment furnished in connection with such work or operations. "Your work" includes: a.Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and b.The providing of or failure to provide warnings or instructions. ATTACHMENT 1, Page 90 of 90