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LIBRARY CORPORATION, INC., THE (2)
INSURANCE ON FILL WORK MAY PROCEED UNTIL INSURANCE EXPIRES �5/aBi10z 1 CLERK OF COUNCIL DATE C.v(sk') I�vi A CVfVaf 6� Library -Solution Integrated Library System Hosted Contract For City of Santa Ana A-2020-100 THIS AGREEMENT (hereinafter referred to as "Agreement") is made between The Library Corporation, Inc., a corporation organized under the laws of the State of Maryland, with its principal place of business at Research Park, Inwood, West Virginia, party of the first part (hereinafter referred to as "The Library Corporation" or "TLC"), and City of Santa Ana a charter city and municipal corporation, party of the second part (hereinafter referred to as "Library" or "Licensee"). WITNESSETH: WHEREAS, The Library Corporation has developed a computerized System (hereinafter referred to as "Library•Solution") consisting of Hardware and Software for Authority Control, Cataloging/Database Management, Public Access Catalog, Circulation, Acquisitions, Serials Control, OPAC, and Z39.50 server, and provides "Hosting Services" to libraries, and the Library is desirous of having TLC provide Library *Solution as a "Hosted Solution;" NOW, THEREFORE the parties mutually agree as follows: Definitions: 1.1 "Hardware" is defined as all Hardware and products including, but not limited to, the (a) computer, disk drives, tape drive(s), and interface, (b) monitor(s) and terminals, (c) barcode scanner(s), (d) printers, (e) wiring and communication devices and (f) supplies for such Hardware. 1.2 "Licensed Software" and "Modules" are defined as LibrarySolution computer programs, including, but not limited to, (a) the integrated Library Systems in the Data server, (b) the PCbased Modules provided by The Library Corporation that are resident in the PC workstation(s), and (c) the operational programs stored in the Data server. The Licensed Software is listed in Schedule E and Includes all corrections, modifications and enhancements thereof, as well as all applicable Oracle licenses and Licensed Software. 1.3 "Hosted System" and "Hosted Solution' are defined as the provision of the System by TLC to the Library via Hosting Services. 1.4 "Hosting Services" are the services described in Schedule I by which TLC will install, Implement, operate, and maintain the System at a Host Location remote from the Library's premises and deliver access to and use of the System by the Library over data communications lines, including the Internet. City of Santa Ana Page 1 1.5 "Host Location" is the location where the Hosted Solution is located, from which Hosting Services are delivered by TLC to the Library. 1.6 "Initial Customer Database" is defined as the Library's existing electronic bibliographic, patron, and transaction data. 1.7 "Data Conversion" is defined as the migration by The Library Corporation of the Library's Initial Customer Database for use with Library-Solutlon. 1.6 "Error" or 'Bug" is defined as any function that Is performed incorrectly or inconsistently by the Software resulting in incorrect data or failure of the System to provide the correct response. 1.9 "Contract" is defined as this document. 1.10 The terms "Software" and "Software Materials" and "Licensed Software Materials" In this Agreement shall also mean any machine-readable or printed material not included in the Licensed Software and which Is designated by The Library Corporation as available under license to libraries who have licensed the program to which those materials relate, Including documentation of the System. 1.11 "Documentation" is defined as TLC's current published product descriptions, both printed and electronic, for the System, Hardware, Software, Hosted Solution, and Hosting Services. 1.12 "Licensed Software Updates" is defined as periodic enhancements and additional functionality added to the Licensed Software. 1.13 "Sub -Licensed Software" is defined as all applicable Microsoft, Oracle and Cognos Software provided to the Library by The Library Corporation. The Sub -Licensed Software is subject to such limitations and restrictions as those required by the original licenser. 1.14 "Sub -Licensed Software Updates" is defined as periodic enhancements and additional functionality added to the Sub -Licensed Software. 1.15 The term "Databases" refers to Library of Congress MARC Database and other information formatted for use by the Licensed Software and provided on machine-readable media by The Library Corporation. 1.16 The terms "Customer's Database" and "Library's Data" and "Library's Database" are defined as the Library's patron, circulation transaction, and MARC catalog machinereadable data, contained in the System or Hosted Solution. 1.17 The "Installation Date" shall be the day on which the Library begins production use of the Hardware, Licensed Software, Hosted Solution, and Hosting Services with the Library's Data fully loaded and available to the Library. City of Santa Ana page 2 Statistics. Statistics set forth In Schedule A, Library Statistics, include the numbers estimated in January 2020 of titles, number and type of terminals, number of locations, total items circulated annually at each location, and the number of items in the collections at the Library locations where the System is to be used. 'Items" are defined as materials circulated by the Library (Individual copies of books, records, cassettes, etc.). Since The Library Corporation relies on these Statistics to choose the type of Hardware and to set parameters of the Software, the Library agrees that its Statistics as shown are reasonably correct. Term. This Agreement is effective until it is terminated according to the provisions contained herein. The Library can terminate this Agreement upon ninety (90) days written notification to The Library Corporation of Its intention to terminate. There is no fee for early termination, however, there shall be no refund of any remaining balance(s), which have already been paid by the Library. After the three-year contract has ended TLC will provide (2) one-year extensions at the annual cost. 3.1 Upon termination by the Library, charges for TLC -assisted or customized extract of item and patron data will be charged at the then current rate. 3.2 Termination, The Library Corporation may discontinue any license or terminate this Agreement upon written notice if the Library fails to comply or to contest within thirty (30) days of receipt of such notice, with any of the terms and conditions of this Agreement. In the event the Library becomes insolvent or voluntarily or involuntarily bankrupt or a receiver, or if the Library makes an assignment for the benefit of credltors, then The Library Corporation at Its option may Immediately terminate this Agreement by notice to the Library to that effect. In no event shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shall be void and in no event shall this Agreement or any rights or privileges hereunder be an asset of the Library under any bankruptcy, insolvency or reorganization proceedings. 3.3 Term of the Hosting Services Agreement. The Hosting Services Agreement, a sample of which is contained in Schedule I, shall be effective until it is terminated according to the provisions contained therein. Library Corporation Fees and Deliverables. According to the Statistics in Schedule A, and subject to any special conditions appended in Schedule J, Additional Considerations, The Library Corporation will provide deliverables detailed in the following schedules at the fees indicated: Schedule B: Conversion, Processing and Implementation Schedule C: Hosted Solution Costs Schedule D: Peripheral Hardware and Maintenance Schedule E: Software Schedule F: Cataloging Database Subscriptions Schedule G: Installation and Training Schedule H: Payment Schedule Schedule {: Hosting Services Schedule J: Additional Considerations City of Santa Ana Page 3 Payment. Payments for Hardware, Software, and all other goods and services shall be made In accordance with the terms that are set forth in Schedule H. Fees enumerated in Schedules B though G are summarized in Schedule H. Site Preparation. It is understood and agreed that the aforesaid fees do not include any site preparation or installation costs except as described in Schedule G, Installation and Training. 7 Licenses. The Library Corporation hereby grants to the Library a perpetual, non -transferable and non-exclusive license to use the Licensed Software. a. Each License granted under this Agreement authorizes the Library to: (a) use the Licensed Software, in object code form only, at the location specified herein and on the designated number of display units at the location and a number of remote locations authorized in Schedule A, or as provided by Schedule E, (b) utilize the Licensed Software Materials In printed form and the Database in machine-readable form in support of the use of the System. b. No title to or ownership of the Software is transferred to the Library, and it remains the proprietary property of The Library Corporation. c. The Library shall not allow the Software or any portion of, to be reverse -compiled or disassembled. d. The Library Corporation may terminate all proprietary licenses granted hereunder and require return of the Software if the Library fails to comply with these terms and conditions. The Library Corporation shall have the right to enforce these terms and conditions against the Library. e. If the Licensed Software is to be used at other than the designated location(s) as specified by Schedule A, additional licenses may be required for each additional location as addressed in Schedule E, Software. If the Library cannot perform its data processing at the Host Location because of network conditions beyond the Library's control, the affected licenses will be temporarily extended to permit the Library to use the licensed program material at another location. f. The Library must notify The Library Corporation of the Library's intention to change the designation of the location at which Licensed Software is to be used. g. The Library Corporation must notify the Library of The Library Corporation's intention to change the designation of the Host Location at which the Hosted Services are located. h. The Library Corporation hereby grants to the Library a perpetual, non -transferable and nonexclusive license to use the Sub -Licensed Software. The Sub -Licensed Software is governed by the licensing terms and conditions of the owners of those Software products, as identified in Section 1.13 of this Agreement. City of Santa Ana Page 4 8 The Library shall: a. Pay all costs associated with data lines. b. Pay shipping charges for all Peripheral Hardware purchased from The Library Corporation as defined in Schedule D. c. Pay all fees to previous vendor for export & delivery of Initial Customer's Database. 9 Privacy of Data. The Library Corporation agrees not to use patron details such as names, addresses, etc., for any purpose other than providing requested services to the Library and agrees not to transmit the Library's Data to any third party, except as requested by the Library. All bibliographic, item, fine, patron, and other records entered into the Library's Database on the Library's System or supplied to The Library Corporation by the Library are and shall remain the sole property of the Library. The Library Corporation shall not, without the Library's written consent, copy or use such records except to carry out contracted work, and shall not, without the Library's consent, transfer such records to any other party not involved in the performance of this Agreement, and shall return submitted records to the Library upon completion of the work hereunder. The Library shall have the right, without the consent of The Library Corporation to extract such data in Industry -standard formats, using The Library Corporation's Software and at no cost to the Library. The Library acknowledges that the methods of storage, compilation, format, and layout constitute proprietary and trade secret information of The Library Corporation and are protected by federal copyright law. The Library Corporation agrees to assist the Library within thirty (30) days of such request, in making such extracts. 10 Protection and Security. All Licensed Software Materials, Including, but not limited to Documentation, contain proprietary information, use of which is limited by the licenses granted in this Agreement. The Library will not disclose or otherwise make available any Software Materials In any form to any third party except to the Library's employees, or to agents directly concerned with licensed use of the program. 11 Warranty a. The Library Corporation warrants that The Library Corporation has the right to license the Software listed in Schedule E, Software, and to grant sub -license to the Sub - Licensed Software as defined in Section 1.13. The Licensed Software will perform the functions set out in the Documentation, Thereafter The Library Corporation will provide program service and maintenance as described in Schedule H, Part 2, Software Support. b. The Library Corporation does not warrant that the operation of the Licensed Software will be uninterrupted or Error -free or that all program defects will be corrected. c. The Library Corporation agrees, however, to make its best efforts to correct all reproducible material Errors in programming and discrepancies between the City of Santa Ana Page 5 Documentation and the actual Software performance. The Library Corporation further agrees to make its best efforts to correct any Hardware or Software problems that result in total System "downtime". d. The Library Corporation warrants that the Library shall acquire good and clear title to the Hardware purchased hereunder, free and clear of all liens, claims, or encumbrances from a third party. Title to the Hardware purchased from The Library Corporation by the Library shall pass from The Library Corporation to the Library upon payment of the final balance due, as outlined under Schedule H, Payment Schedule. e. Hardware purchased under this Agreement will be newly manufactured. The above warranties will apply as long as the Library has maintained Hardware Maintenance as provided by Schedule D and Software Support as provided by Schedule E or during the time of Hosted Services. 12 Software Support and Maintenance. a. Telephone support and Licensed Software Updates will be provided as part of the annual Software support service fee, as provided for in Schedule H of this Agreement. The initial cost of the Software includes first -year Software support. Payment of the annual Software support fee entitles the Licensee to continued use of the Software. b. Licensed Software Updates will be made upon release. 12.2.1 The Library Corporation agrees to notify the Library at least 12 months prior to the release of a mandatory Licensed Software Update that would require a Hardware enhancement. c. The Library Corporation reserves the right not to release Licensed Software Updates to the Software during the term of this Agreement. Failure to release Licensed Software Updates to the Software does not constitute default on the part of The Library Corporation because of the continuation of the right to use telephone support and other support -related services. d. After a period of five years from the date of the execution of this Agreement, The Library Corporation can discontinue Software support upon two years written notification to the Library and the warranties provided by Section 12.1 of this Agreement shall remain in effect. The Library Corporation shall not be responsible for correcting any adverse effects on performance or operation as a result of the Library's use of (a) third -party Hardware or Software, and/or (b) Databases and networks external to the Library•Solution System, in conjunction with the Library Solution System. When resources are available, The Library Corporation may provide consultation services or assistance relating to the Library's use of such third -party Hardware and Software, external Databases and networks, and The Library Corporation reserves the right to charge, at the then -published rate, for such services and assistance. City of Santa Ana Page 6 13 The Library's Election of Hosting Services The Library has elected to receive Hosting Services for operation and delivery of the system to be provided as a Hosted Solution according to the provisions of the Hosting Services Agreement that is to be separately executed by the parties in addition to this Agreement. a. Acceptance and Payment The Hosting Services Agreement contained in Schedule I of this Agreement defines procedures for Acceptance of the Hosted Solution and Hosting Services that is a prerequisite for full payment of the amounts due under this Agreement as specified by Schedule H. 14 Special considerations (A) TLC acknowledges that the library's financial commitment in purchasing and maintaining the system is substantial and that the library enters into the contract expecting vendor will remain In business in the foreseeable future to service and maintain the system and fulfill TLC's obligations. Accordingly, TLC represents and warrants that it: 1. Has not received any notice or claim from any other party that any portion of the system Is being used contrary to or in violation of another party's patent, copyright, trademark, trade secret, license, or other intellectual property interest; 2. Is not now negotiating for the sale or transfer of its business or assets to another entity or company; 3. Has no knowledge or information that, in the foreseeable future, its ability to fulfill its obligations and commitments to the library will be hindered or jeopardized. 15 Patent and Copyright. a. The Library Corporation will defend the Library against any claim that Licensed Software or Software Materials or Sub -Licensed Software or Hardware furnished and used within the scope of the licenses and Sub -Licenses and titles to Hardware granted herein infringe a U.S. patent or copyright and The Library Corporation will pay resulting costs, damages and attorney fees finally awarded, provided that: (a) the Library promptly notifies The Library Corporation in writing of the claim, and (b) The Library Corporation has sole control of the defense and all related settlement negotiations. b. If such claim has occurred, or in The Library Corporation's opinion is likely to occur, the Library agrees to permit The Library Corporation at Its option at no additional expense to the Library either to procure for the Library the right to continue using the Licensed Software or Sub -Licensed Software or Hardware or to replace or modify the same so that they become non -infringing. City of Santa Ana Page 7 c. The Library Corporation shall have no obligation to defend the Library or to pay costs, damages, or attorney's fees for any claim based upon (1) use of other than a current unaltered release of the Licensed Software if such infringement would have been avoided by the use of a current unaltered release of the Licensed Software, or (2) the combination, operation or use of any Licensed Software or data with non -Library Corporation programs or data if such infringement would have been avoided by the combination, operation or use of the Licensed Software with other Library Corporation - approved programs or data. d. The foregoing states the entire obligation of The Library Corporation with respect to Infringement of patents or copyrights. 16 Limitation of Remedies. The Library's right to recover damages to property caused by The Library Corporation's fault or negligence shall be limited to one million dollars ($1,000,000.00), except for a patent or copyright violation as contained In paragraph 15, Patent and Copyright. The Library Corporation shall not be liable in any event for any damages resulting from the Library's use of products, even if advised of the possibility of such damage. This limitation of liability shall apply regardless of the form of action, whether in contract or tort, including negligence. This Agreement shall be subject to the provisions of the Uniform Commercial Code, with all Hardware and Software to be defined as "Goods". a. In no event will The Library Corporation be liable for any damage caused by the Library's failure to perform its responsibilities or for any lost profits or other consequential, special, or indirect damages, even if The Library Corporation has been advised of the possibility of such damages. 17. Waiver of rights. The waiver or failure of The Library Corporation to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. 18. Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, it Is to that extent to be deemed omitted, and the remaining provisions shall not be affected in anyway. 19. Headings. The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall not control or affect the meaning or construction of any provisions of this Agreement. 20. Governing Law. This Agreement shall be subject to all applicable laws of the Federal Government of the United States of America and to the laws of the State of California. The applicable law for any legal disputes arising out of this Agreement shall be the law of the State of California. 21. Saving Clause. All quotations and Agreements are contingent upon accidents, fires, availability of materials, and all other causes beyond the control of either party. Typographical and stenographic errors are subject to correction. Terms inconsistent with those stated herein, which might appear on the Library's formal order or Request for Proposal, will not be binding on The Library Corporation. City of Santa Ana Page 8 22. Assignments. The Library and The Library Corporation agree that no sublicensing, nor assignment of Its rights or interest, nor delegation of its duties under this Agreement shall be made or become effective without the prior written consent of The Library Corporation or the Library. Any attempted sublicensing, assignment or delegation by either party without prior written consent of the other party shall be wholly void and Ineffective for all purposes. 23. Taxes not included. The charges shown on this Agreement do not reflect applicable federal, state, and local taxes which may be added to the amounts shown at the time of Invoicing. 24, Whole Agreement. This Agreement, including Schedules A through L and the documents listed below and referenced attachments which are defined in aggregate as the Contract Documents, constitute the entire Agreement between the parties and supersedes all proposals, presentations, representations, and communications, whether oral or in writing, between the parties on this subject. Latter Agreements supersede former Agreements. Neither party shall be bound by any warranty, statement, nor representation not contained herein. The signatories acknowledge reading and agree to comply with all terms and conditions. 25. Amendments. Amendments and modifications to all, or any part, of the Agreement and to the Schedules A through L and referenced attachments, may be made, and shall be binding, only if In writing and signed by duly authorized representatives of both parties. IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement on the dates set forth below. ACCEPTED FOR THE LIBRARY By Please see signature page ACCEPTED FOR THE LIBRARY CORPORATION By GlJ`rL Treasurer Date April 29, 2020 City of Santa Ana Page 9 Schedule A Library Statistics Estimated Number of patrons: 135,621 (active) Estimated Number of Titles: 180,308 Estimated Number of Circulations: 243,016 Number of Library Sites: 3 Number of Staff Licenses*: 81 Total Number of PAC stations: Unlimited The Library Corporation One Research Park Name and address of host location: Inwood, WV 25428 c/o Evoque DCSTm 21571 Beaumeade Circle Ashburn, VA 20147 *Staff Licenses refers to the unique individual that will access the TLC software. Any physical station may allow multiple users to access the software (Circulation, Cataloging, Online Selection & Acquisitions etc.) using their own username i.e. users are portable. City of Santa Ana Page 10 Schedule B Conversion, Processing and Implementation* Data Preparation Number of Bibliographic Records: 180,308 (est.) Data Preparation and Cleanup • Data Clean-up and Normalization • Authority Control Processing • Global Updating of Headings • RDAExpress retroactive conversion of your cataloging standard. • Migration of Library Data to Library -Solution 2. Project Implementation Services existing MARC records to the new RDA • Project Management 1. Project Initiation — Outline Milestones & Deliverables ii. Coordination with 31 party vendors Ill. Operation Review — Rules configuration, collection review & workflow analysis iv. System "Look and Peel' collaboration with staff v. Iterative management process to keep library updated on project progress • Enable ongoing access to national authority files • Customized PAC appearance • Library Policy and Rules Configuration setup • User previsioning and access models defined • Migration Review upon "Go-Ilve" Total Conversion & Implementation cost: n/a City of Santa Ana Page 11 Schedule C Hosted Solution Costs Service One-time costs 1. Hosted -Solution Setup n/a 2. Annual Maintenance First year total: n/a list Year support $5,000 Onaoina Annualsupport per year 2020.2025 n/a Ongoing annual cost: $5,000 City of Santa Ana Page 12 Schedule D Peripheral Hardware and Maintenance 1.1 1.2 1.3 1A 1.5 1.6 1,7 1.8 1.9 Annual SUPPOrt One -Time Costs Component Cost Years 2+ N/A City of Santa Ana Page 13 Schedule E Software According to the provisions of this Agreement The Library Corporation grants perpetual, non -transferable and non-exclusive licenses for the following Software and Databases, subject to the terms and conditions of this Agreement for use at the location(s) specified In Schedule A. The Library Corporation, Library•Solution Integrated Library System and additional modules: Annual Support _quantity Description Cost (if applicable) Per Year 2020-2025 Library- Solution Core • LS2 Staff • LS2 Cataloging • LS2 Reports • LS2 PAC 1 • LS2 Kids PAC $32,369 • LS2 Inventory • Oracle Database licensing • Ongoing Authority control • LibraryZ (Z39.50 server) 81 Staff workstation licenses* Included Multi-lingual PAC option Included OSA Included Serials Included SIP Server (unlimited connections) Included Email Server license $50 OPAC Enrichment $6,974 TOTAL $38,393 *Cost to add additional L•S Software licenses is $1,000 peruser and annual support Is $200 per year / per user. *Cost to add additional Report licenses is $400 peruser and annual support is $100 per yoar / peruser. City of Santa Ana Page 14 Schedule F Cataloging Database Subscriptions The Library Corporation will grant perpetual, non -transferable and non-exclusive licenses for the following cataloging database subscription, subject to the terms and conditions of this Agreement for use at the location(s) specified in Schedule A, uantit Description Initial Cost Annual Cost TOTAL N/A City of Santa Ana Page 15 Schedule G Installation and Training 1. Installation 1.1 Onsite set-up for printers and workstations at the library, if necessary. 2. Training 2.1 Three (3) days of onsite, formal training for one TLC trainer to train the library's staff, at a single location to be determined collaboratively by the library and TLC. 2.1.1 One (1) day of onsite assistance immediately following formal training for TLC tralner to answer questions and assist staff as they work with the new system. 2.1.2 If the Library feels more training is needed, additional days can be purchased at 1,500/day for on -site training or $750/day for remote training. Note: All of TLC's own related training expenses are included. NIA City of Santa Ana Page 16 Schedule H Part 1 Payment Schedule 1. Summary of charges: Annual Cost Per Year Annual Cost For Fiscal Years Conversion, Processing and 2020.2025 Implementation Services (Schedule B) n/a n/a Hosted Solution Costs (Schedule C) $5.000 $5,000 Peripheral Hardware (Schedule D) n/a n/a Shipping We n/a (Schedule D) Software Subscription(s)' (Schedule E) $38,393 $38,393 Cataloging Database Subscriptions (Schedule F) n/a n/a Installation and Training (Schedule G) We n/a TOTAL $43,393 $43,393 Payment Schedule: Annual license support will be invoiced 90 days prior to the annual renewal date(s) of July 181 and will be due by or before the renewal date. *After the three-year contract has ended TLC will provide (2) one-year extensions at the annual cost, City of Santa Ana Page 17 Schedule H Part 2 Software Support Years One (1) through Five (5) Annual Licensed Software Support Cost (included in Software Subscription) Annual Licensed Software Support Includes telephone diagnostic service available during normal company business hours (6:30 a.m, — 9:00 P.M. EST Monday - Friday) additionally with emergency referrals from The Library Corporation's Operations Center to on -call personnel, 24 hours per day, and 7 days per week. Library* Solution customers have access to The Library Corporation's toll -free (800) telephone line. 2. Software support covers trouble -shooting of all software -related problems and provision of updates to the latest version of the System Software. First -year software support is included in software costs. 3. Software support fees include: • Library- Solution Core ILS (as outlined in Schedule E) • Email Server License • OPAC Enrichment • OSA • Serials • SIP Server • Ongoing Authority Control SCHEDULEI City of Santa Ana Page 18 Hosting Services Agreement By execution of this Hosting Services Agreement the parties agree that TLC will provide Hosting Services to the Library by which as described herein TLC will install, implement, operate, and maintain System at a Host Location remote from the Library's premises and deliver access to and use of the System as a Hosted Solution by the Library over data communications lines, including the Internet. The Library Corporation will own the computer server Hardware upon which the Hosted Solution is operated. TLC's remote hosting facility is located at 21571 Beaumeade Circle, Ashburn, VA 20147, General. TLC will provide to the Library Hosting Services for operation and delivery of the Hosted Solution over data communication lines substantially in accordance with applicable Documentation and TLC's then -current published product descriptions for the Hosting Services. As part of the Hosting Services, TLC will (a) configure, install, house, maintain, monitor and operate the System and all of the Hardware (including, but not limited to the computer, disk drives, tape drives) and Software components provided by TLC; (b) provide access to the Hosting Services; and (c) secure and maintain connectivity with third -party telecommunication providers, all as necessary to provide the Hosting Services and the Library's Database via the Internet. Institution is responsible for securing and maintaining its own Internet connectivity to access the System and the Hosting Services. 2. Hosting Services Detail TLC Hosting was designed to offer our products to libraries who desire a higher level of outsourced server hardware service and support. Hosted Service & Maintenance includes: • State of the art hosting facilities with redundant data communication lines and load balancing to ensure the best performance. • Fully redundant power using redundant PDLrs, battery backup and diesel generators • Multi layered network security. • Nightly backup • Comprehensive 24x365 monitoring • Operating System updating • Database configuration and updating • TLC Software updating • The fastest possible response time for any server -related Issues Additional services that TLC provides as part of TLC Hosting include: The data center is housed in a resilient, secure and redundant business class data center. This location is managed by Evoque DCSTM and features high -bandwidth, auto-failover connections with 99.9% uptime. City of Santa Ana Page 19 In the event of an unrecoverable, localized disaster, such as an equipment malfunction, the customer's hosted solution would be restored to a standby server and any lost data would be restored from the nightly backups. Should we experience a disaster that would affect the entire data center, operations would be temporarily relocated to our corporate datacenter located at our Headquarters in Inwood, WV. 3. Service Level. TLC will use its best efforts to provide the Hosting Services and to establish, operate, and maintain the Hosted Solution in accordance wlth this Hosting Services Agreement. TLC's obligations under this Hosting Services Agreement are subject to materials and services provided by equipment, telecommunications and/or other suppliers and to delays by or actions of Institution or third parties. The Library acknowledges that the Hosting Services may be subject to temporary interruptions due to causes beyond TLC's reasonable control, and such temporary interruptions will not be deemed to be a breach of any obligations under this Hosting Services Agreement, 4. Uptime Commitment TLC will use its best efforts to ensure that the Hosted Solution Is available 99.9% of the time (the "Uptime Commitment'). The Uptime Commitment will be measured as follows: Uptime Commitment= (T-P-D)/(T-P) " 100% T = the total number of minutes in the respective month P = planned outages (which will not exceed four (4) hours per month), telecommunications or power disruptions caused by third parties, any other causes beyond TLC's reasonable control, and excluding other times described herein. D = the total number of minutes of unplanned downtime in the month. TLC agrees to notify the Library promptly of any factor, occurrence, or event coming to Its attention that may affect TLC's ability to meet the Uptime Commitment, or that Is likely to cause any material interruption or disruption of the Hosting Services. Notice of scheduled maintenance shall occur 3 days prior to scheduled downtime. In the event planned emergency maintenance is required, TLC will make best efforts to notify the Library as soon as possible in advance. In the event of a disaster at TLC's Host Location data center, TLC will restore Hosting Services at our corporate datacenter located at our Headquarters In Inwood, WV. 5. Hosted Solution Performance and Response Time Warranties, Testing, and Remediation TLC agrees and warrants that: a. The Software, System, Hosting Services, and Hosted Solution will perform substantially in accordance with the Contract Documents and this Hosting Services Agreement, and if the City of Santa Ana Page 20 Hosted Solution fails to perform within the response -time performance levels or functions and capabilities described herein, then TLC will make whatever enhancement to the Hosted Solution that Is necessary to provide the contracted levels of performance and functionality as specified by this Hosting Services Agreement within a reasonable time frame and at no cost to the Library. b. During operation of the Hosted Solution under normal business conditions during hours of operations of Library in which the activities of users are not scripted to create pre -defined transaction mixes for purposes of stress -testing licensed software or the response -time performance or capacity of the licensed software, the Hosted Solution shall perform transactions with average response times of 52 seconds as measured at workstations connected to the Hosted Solution server at the Host Location. c. On demand during the term of this Hosting Services Agreement, a thirty (30) minute response time test can be conducted by the Library to determine whether the Hosted Solution is meeting response times of 52.5 seconds at the Library's locations for transactions using one (1) to three (3) workstations connected to the Hosted Solution. d. If the Library determines that the Hosted Solution Is performing transactions at a Library site with an average response time of >25 seconds, then TLC shall measure performance of transactions at the Host Location and if the average response time of the Hosted Solution Is found to be >2 seconds, then TLC will make whatever enhancement to the Hosted Solution that is necessary to provide average response times of 52 seconds as measured at workstations connected to the Hosted Solution server at the Host Location. 6. Acceptance of the System, Hosted Solution, and Hosting Services a. TLC agrees that the Library may test the performance of the System, Hosted Solution, and Hosting Services for an Acceptance Test Period of thirty days from the Installation Date and notify TLC of any non-conformance in performance of the Hosted Solution with the functionality and response times as specified in the Contract Documents and this Hosting Services Agreement. b. If, during the Acceptance Test Period the Library so notifies TLC of any such nonconformance, TLC shall use its best efforts to resolve each non-conformance, and the Acceptance Test Period will then be re -started, during which Library may begin again testing of the Hosted Solution for thirty days from that time. Such testing will continue until the Library notifies TLC that the Hosted Solution Is acceptable or until the Acceptance Test Period has expired without notification by the Library to TLC of a non-conformance. City of Santa Ana Page 21 In the event that any non-conformance cannot be resolved to the Library's satisfaction, TLC and the Library agree to engage in negotiations to establish an understanding and basis for the Library's continued use and acceptance of the System, Hosted Solution, and Hosting Services. ACCEPTED FOR THE LIBRARY ACCEPTED FOR BY THE LIBRARY CORPORATION By Please see signature page B CakwL /(%iU-T�`irtr�7 rrY, Y Title Title Treasurer Date Date April 29, 2020 City of Santa Ana Page 22 SCHEDULEJ Additional Considerations 1. Support costs, are stated in Schedule H part 2, and schedule F, and include all Software and Hardware purchased under this agreement. 2. LlbrarySolution includes IBM Cognos Business Intelligence Version 10.2.0, or higher which delivers a full library of pre -written reports, lists, and notices to support most reporting needs. Report formats Include lists, notice forms, bar charts, pie charts, line graphs, and cross -tabs. Staff can schedule the reports to run during off -hours and the reports can be automatically delivered to specified email recipients. One User License per site is included. The User License provides the ability to run any reports in the Reports Library. This license also enables staff to set personal preferences, schedule reports, subscribe to a scheduled report, create and manage report folders, and personalize standard reports. Additional licenses are available at additional cost. City of Santa Ana Page 23 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: aisy Gomez lerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: i Brian Sternberg Executive Director Library Services Age y CITY OF SANTA ANA i9 Kristine Ridge City Manager CONSULTANT: C &;t' ct�'r' Calvin Whittington Treasurer ACORd CERTIFICATE OF LIABILITY INSURANCE DATE(MwpDNYYY) 05/0112020 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 AM END, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME ONT Nancy Stottlemyer Insurance Brokers of MD - Hagerstown vHONE (301)790-0652 cNoi: (301)790-0982 13126 Pennsylvania Ave. ADOREss: nancy.stot9emyer@ibmofmd.com PO Box 3767 INSURE S AFFORDING COVERAGE NAIC9 Hagerstown MD 21742 INSURER A: Twin City Fire Ins. Co. 29459 INSURED INSURER B. Hartford A&I Co. 22357 The Library Corporation INSURER C : Hanford Fire Ins. Co. 19682 Carl Corporation and Tech -Logic Corporation INSURER D 1 Research Park INSURER E Inwood WV 25428 INSURER F: COVERAGES CERTIFICATE NUMBER: 2020-2021 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE POLICY NUMBER MMIDDNYYYPCLIGYEFT MMADD/YYYY CYEXP LIMITS COMMERCIALGENERALLMBILRY EACHOCCURRENCE S 1,000,000 CLAIMS -RUDE ® OCCUR / ✓ /PREMISES fEd rt S 1,000,000 MEDEXP An brie repo S 10,000 J PERSONAL&ADVINJURY s 1,000,000 A Y 30SBAVK5698 05/08/2020 051=021 GENLAGGREGATE LIMITAPPLIES PER GENERALAGGREGATE S 2,000.000 POLICY ® JEGT ® LOC PRODUCTS $ 2,000,000 $ OTHER AUTOMOBILE LIABILITY (E,, ert) IoNLE LIMIT S 1,000,000 ✓ BODILY INJURY(Perpmeon) S ANYAUTO B OVMED SCHEMED AUTOS ONLY AUTOS 30UECFP3134 05/0812020 05/08/2021 BODILY INJURv Peraxmenn S HIRED NON -OWNED PROPERTYMMAGE p r S AUTOS ONLY AUTOS ONLY S UMBRELLA WB OCCUR FAGREGAT RflENCE 6-000,000 AGGREGATE $ 6,000,000 A Excess une CI -AIMS -MADE 305BAVK5698 05/08/2020 05/08l2021 DED I >Q RETENTION S 10,000 S WORKERS COMPENSATION V,PER OTH- ANDEMPLOYERS' LIABILITY YIN T E.L. EACH AccIDENT 1,000,000 C OFFICERIMEMBER EXC UDEED?EPROPRIETORIPARTNERVEXWTIVE a.. NIA 30WECAD2KBN 05/08/2020 05/0812021 EL. DISEASE =EA EMPLOYEE S 1,000,000 IMen4Mryb andNHI DESCRI E1. DISEABE- POLICY LIMIT g 1,000,000 TIONunder DESCRIPTION OF OPERATIONS below E&O,Information Risk, Media Liability & Aggregate Limit $5.000,000 C First Parry Ezpense 30TE0336969-20-Claims-Made 05/08/2020 05108/2021 Each Wrongful Act $5,D00,000 Retention S 25,000 DESCRIPTON OF OPERATIONS I LOCATONS / VEHICLES IADORo 1a1, A4eNonM Remerks SCM1WYIe, mry W eMpM1ed If more epxa la rpulretll City of Santa Ana, Its Officers, employees, agents, volunteers and representatives are addillonal Insured as Indicated, and coverage is primary, ✓ noncontributory when required by written contract Cer86cate of Insurance shall provide thirty (30) day prior written notice of cancellation. J REVIEWED & APPROVED By R15k MANAGEMENT DIVISION CERTIFICATE HOLDER U AV ofln Innn CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City Of Santa Ana ANCf1E ACEVEdo ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza 4th Fl Santa Ana CA 92702 �,eLiAeryA 01988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 30 SBA VK5698 LOSS PAYEE: FORM SS 12 12 SEE FORM IH 12 00 MORTGAGE HOLDER LOAN NUMBER: BANK OF CHARLES TOWN PO BOX 906 CHARLES TOWN, WV. 25414 4000-792 Form Numbers of Forms and Endorsements that apply: SS 00 01 03 14 SS 00 05 10 08 SS 00 07 07 05 SS 00 08 04 05 SS 00 38 04 04 SS 00 60 09 15 SS 00 61 07 19 SS 00 64 09 16 SS 84 32 09 07 SS 12 35 03 12 SS 84 16 03 16 SS 01 02 09 16 SS 01 10 06 15 SS 01 33 11 13 SS 42 06 03 17 SS 04 15 07 05 SS 04 19 04 09 SS 04 22 07 05 SS 04 26 03 00 SS 04 30 07 05 SS 04 33 04 05 SS 04 39 07 05 SS 04 41 03 18 SS 04 42 03 17 SS 04 44 07 05 SS 04 45 07 05 SS 04 46 09 14 SS 04 47 04 09 SS 04 75 03 16 SS 04 78 12 17 SS 04 80 03 00 SS 04 86 03 00 SS 14 23 10 03 SS 40 05 09 07 SS 40 18 07 05 SS 40 50 10 08 SS 40 59 03 16 SS 40 93 07 05 SS 41 12 12 17 SS 41 51 10 09 SS 41 63 06 11 SS 41 82 03 16 SS 42 01 03 17 IH 10 01 09 86 SS 05 18 07 92 SS 05 47 09 15 SS 51 11 03 17 SS 06 27 01 18 PC-287-2 SS 09 01 12 14 SS 09 67 09 14 SS 09 70 12 14 SS 09 71 12 14 SS 09 84 12 14 SS 12 12 03 92 SS 50 19 01 15 IH 99 40 04 09 IH 99 41 04 09 SX 80 01 06 97 SS 83 76 01 15 SS 89 93 07 16 IN 12 00 11 85 LOSS PAYEE IH 12 00 11 85 ADDITIONAL INSURED - OWNER, LESSEES OR CONTRACTOR sy VIEWED & mPPRpOV oD MAY 2020 ANC{IE ACEVEdo Form SS 00 0212 06 page 015 Process Date: 04/17/20 Policy Expiration Date: 05/08/21 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — 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 a 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. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "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 1. of Section C — n Insured or any "employee" REVIEWED & you to give or receive notice By Risk MANAgbVWT1 I ce" or claim: and "properly MA Z ports all, or any part, of the "bodily '4,,, or "property damage" to us or I other nsurer; ANGIE AmEdo Form SS 00 08 04 05 Page 1 of 24 0 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury' or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury' include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if. (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for. (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and report Dal art of the judgment that is within the to us within three years of the date KK VIEWED & APPR Qble limit of insurance. the accident; and By Risk MnnnGEMENTrI94iffints paid under (1) through (7) (3) The injured person submits to M 20ve will not reduce the limits of insurance. examination, at our expense, by UULLOg physicians of our choice as often as We reasonably require. ANgiE ACEVEdO Page 2 of 24 Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract'; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract" (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (III) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. (1) Obtain records and other This exclusion does not apply to liability information related to thEREVIEWED & AP EVes because of: "suit"; and By Risk MANAfrEMEM Dit$DNBodlly Injury", "property damage" or (if) Conduct and control the "personal and advertising injury" that defense of the indemnitee in 2020 the insured would have in the such "suit". absence of the contract or greement; or ANEjiE ACEVEdo Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract', provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract', reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage' provided: (1) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (it) Such attorneys' 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. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: e. Employer's Liability REVIEWED & APPROVED "Bodily injury" to: By Risk MANAGEMENT aivisiON (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or ANGiE ACEVEjo "Bodily injury" N sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat. cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; "Bodily injury' or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (ill) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (11) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor,, or as waste by or for: (ill) "Bodily injury" or "property (1) Any insured; or damage" arising out of heat, (ii) Any person or organization for or smoke re fumes from a fire hostile "; or whom you may be legally responsible; (a) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any location on which any insured or contractors or subcontractors working directly indirectly on any any contractors or subcontractors if behalf are performing working directly or indirectly on opera operations operations if the operations are to any insured's behalf are test for, monitor, clean remove, performing operations if the "pollutants" contain, treat, e orr n neutralize, are brought on or to or r in any way respond to, or assess the premises, site or location in the the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (1) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubdcants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or .pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, lubricants or other operating rg dory requirement, or such claim $r APPR`i}�tit" by behalf REVIEWED or on of a fluids are brought on or to the By Risk MANAGEMENT Rj!'JS Nmental authority. premises, site or location with the intent that they be MA discharged, dispersed or *O.20 vv ANgiE ACEVEdo Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage' arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft 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, if the "occurrence" which caused the "bodily injury" or "property damage' involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (6) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or E(3) of the definition of "mobile equipment", or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage', whether the other insurance is primary, excess, =tin nt or on an other basis (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. 1. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war, (2) 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 (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (6) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; ge Y h. Mobile Equipment (7) Optical hearing aid services th including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipmR V(EWED & APPROVEbroducts or hearing aid devices; by an "auto" owned or operated b#6,Risk MANAGEMENT Division rented or loaned to any insured; or MAY 2020 m ANGIE ACEVECIO Page 6 of 24 Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or underthe skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply R the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". (1) Property you own, rent or occupy, 1. Damage To Your Product including any costs or expenses "Property damage" to 'your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products -completed operations hazard". damage to another's property, This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (6) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage' or "your work" , or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. REVIEWED & APPROVED exclusion does not apply to the loss By Risk MANAGEMENT Divisfoiuse of other property arising out of sudden and accidental physical injury to M Y /1020 "your product" or "your work" after R has been put to its intended use. ANgiE ACEVEdo Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. 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, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Yourproduct"; (2) "Yourwork";or (3) "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. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or Page 8 of 24 (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business Of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images, or (d) Computer code, software or REVIEWED & APPROVb You programming enable: wweb site; or BY Risk My A ;FMFNr Divisi m The presentation or functionality MA�T2� of an "advertisement" or other content on your web site; Y ANGIE ACEVEdO Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in "asbestos humiliation committed by or at the part but for the hazard'; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard'; or "electronic data". (c) Arise out of any claim or suit for r. Employment -Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment -related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury' arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the person at whom any of the (2) The CANSPAM Act of 2003, including employment -related practices any amendment of or addition to such described in Paragraphs (a), (b), or (c) law; or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". REVIEWED &APtPMEII separate Limit of Insurance (2) Any damages, judgments, settlements, By Risk MANA I@tsDMsiB* coverage as described in loss, costs or expenses that action D. - Liability And Medical Expenses MAY f Insurance. ANgiE ACEVEdO Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers'. b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" 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 that "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. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" anti, to any nurse, emergency medical directors are insureds, but only with 1 ' EVIEWED & APPRO ician or paramedic employed by to their duties as your officers or directo y Risk MANnCEMENT Divii c provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: MA with respect to their liability as stockholders. 020 (a) Owned, occupied or used by, ANCfiE ACEVEdO Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (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. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die 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 insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred, or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. S. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured K there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is affo (EWED b APP . Aon(s) or organization(s) identified in r rS only until the 180th day after you ac k MANAGEMENT fths a. through f. below are additional or form the organization or the end of the MeY sureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 ANGIE ACFVFdo Page 11 of 24 .T. BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; (f) Demonstration, installation, insured under this provision only for that period of time required by the contract, servicing or repair operations, except such operations performed agreement or permit. at the vendors premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale you, have been labeled including all persons or organizations added or relabeled or used a container, part ingredient oof f any as additional insureds under the speck other thing or substance by or for additional insured coverage grants in Section the vendor; or F. — Optional Additional Insured Coverages. a. Vendors (h) "Bodily injury" or "property damage' arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury' or "property damage' arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendors exclusion does not apply to: business and only if this Coverage Pad "bodily (i) The exceptions contained in provides coverage for injury" or Subparagraphs (d) or (f); or "property damage" included within the "products -completed operations hazard". (it) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally undertakes to make in the usual exclusions: course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement; (b) Any express warranty (1) Any person or organization from whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testin person or organization. b APPROVEL' or the substitution of parts undEVIEWED instructions from the manufactur y Risk MANAGEMENT DIVISION and then repackaged in the N"2020 original container; Page 12 of 24 ANGiE ACEVEdO Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury', "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (b) Structural alterations, new (1) Any other person organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury', "property damage" or "personal on your behalf: and advertising injury' caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf. owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ji) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodilyinjury", 1 ry", "Property damage" or reports, surveys, field orders, change orders, designs or REVIEWED APPRC`ynal and advertising injury" drawings B Risk y k MANNCEMENr Ojpd r out of the rendering of, or the and specifications; or to render, any professional (b) Supervisory, inspection, MAY 020 architectural, engineering or surveying architectural or engineering services, including: activities. ANgiE ACEVEdo Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Ofinsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. 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. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in 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; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for. a. Damages because of "bodily injury" and "property damage" included in the ..products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury' sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. p g g "Location" means remises involving th, • •c n`J ^ Sibh amount shall be a part of and not in same or connecting lots, or premiss. R;, i - whose connection is interrupted only by a � _ �iadei6n to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. ANgi[E AcEVEdo F SS 00 o8 04 05 Page 14 of 24 orm If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part 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 shown in the Declarations, 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. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable BUSINESS LIABILITY COVERAGE FORM (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 of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit' to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer' or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the claim or "suit' as soon as practicable. REVIEWED 6 A Oar d is a t if you or an additional B Risk MANACFM N(J d is a trust; or C. Assistance And Cooperation Of The Y E Ui tSy e Insured (1 �ny elected or appointed official, if you rZ 2020 or an additional insured is a political You and any other involved insured must: subdivision or public entity. ANGiE ACEVEdO Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f, applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. S. Separation Of insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As 'd each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work'; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. —Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations REVIEWEDAPNR e' to borrowed equipment or are accurate and complete; By Risk V �-v4r.17MF.Nr tj e of elevators to the extent not 27 (2) Those statements are based upon sulect to Exclusion k. of Section A. — t f made to us and MAY gnIn Coverages. represen a ons you , Page 16 of 24 ANgiE ACEVEdO Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of. (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, I any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit' if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to dgqcrr[tir[:j f At'Nl�ved their rights of recovery against so, but we will be entitled to the insureAy R'S' sf 6h person or organization in a contract, rights against all those other insurers. A) agreement or permit that was executed 2Zprior to the injury or damage. Form SS 00 08 04 05 ANGIE ACEVEdo Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing S. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect the insurance afforded to these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any "occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any "occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations performed by or on behalf of sVVIEWED & A `yts�ion — Permits person or organization. By Risk MANAC,E D nIS AN INSURED under Section C. is _EI#r amended to include as an additional MAY OZDinsured the state or political subdivision shown in the Declarations as an Additional ANCIiE ACEVEdo Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendors premises in connection with the sale of the arising out of operations performed for product; the state or municipality; or (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product -completed or sale by you, have been labeled operations" hazard. or relabeled or used as a container, part or ingredient of any 7. Additional Insured — Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (1) The exceptions contained in business and only if this Coverage Part "bodily Subparagraphs (d) or (f); or provides coverage for injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing 6. The insurance afforded to the vendor is as the vendor has agreed tomake subject to the following additional exclusions: or normally undertakes to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional insured— Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or th92EVIEWEU 6 gPPTtdVM ncial control of you; or substitution of parts underBy Risk MANAGFPkNtR9dyillW they own, maintain or control instructions from the manufacturer, and then repackaged in the original while you lease or occupy these premises. MAlrg 2020 container, Form SS 00 08 04 05 • ANgiE ACEVEdo Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only K this Coverage Part provides coverage for "bodily injury" or "property damage" included within the ..products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an 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 failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper, b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". S. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co -REVIEWED & ARW" Owner Of Insured Premises, but only with -A person and, if arising out of the respect to their liability as co-owner of the By Risk Ma vncr �WiNI anguish or death at any time. premises shown in the Declarations. MAY "Couerage territory" means: ANgiE ACEVEdO 04 05 Page 20 of 24 Form SS 00 08 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work" of travel or transportation between any places included in a. above; or C. All other parts of the world if the injury or b. Your fulfilling the terms of the contract or damage arises out of: agreement. (1) Goods or products made or sold by you 12. "Insured contract" means: in the territory described in a. above; a. A contract for a lease of premises. (2) The activities of a person whose home However, that portion of the contract for a is in the territory described in a. lease of premises that indemnifies any above, but is away for a short time on person or organization for damage by fire, your business; or lightning or explosion to premises while rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and possessions), Puerto Rico or Canada, in a c. Any easement or license agreement, " suit" on the merits according to the including an easement or license substantive law in such territory, or in a agreement in connection with construction settlement we agree to. or demolition operations on or within 50 feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by 9. "Executive officer means a person holding you or by those acting on your behalf. Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. 10. "Hostile fire" means one which becomes Paragraph f. includes that part of any uncontrollable or breaks out from where it was contract or agreement that indemnifies a intended to be. railroad for "bodily injury" or "property damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: REVIEWED & APR✓ OgUArestle, tracks, road -beds, tunnel, a. 0 incorporates "your product' or "your work"By Risk MANAGEMEN1JUVi iaes or crossing. that is known or thought to be defective, deficient, inadequate or dangerous; or However, Paragraph f. does not include MAY ZO( t part of any contract or agreement: Form SS 00 08 04 05 ANgiE ACEVEdO Page 21 of 24 1-1 BUSINESS BUSINESS LIABILITY COVERAGE FORM (1) 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, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "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'. 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto 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; but "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". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery 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, on which are permanently mounted: Page 22 of 24 (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 a., b., c., or 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, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or 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, of at least 1,000 pounds gross vehicle weight, 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 workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "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; m i us prosecution; REVIEWE8't�VV VE1. By Risk MANACEMENT DiVISICN MAY # 2020 ANgIE A mEdo Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor, must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; f. Copying, in your "advertisement", a (1) The transportation of property, unless the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of "advertisement'; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement", or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products -completed operations hazard" physical injury that caused it; or a. Includes all "bodily injury" and "property It. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or "your work" except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed, a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or r,L:,; „�� _ short -tens workload conditions. By Risk 1^ 23. "Volunteer worker" means a person who: MAY ^ Is not your "employee" Form SS 00 08 04 05 ANCtiE ACEVEdO Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work'; and (2) The providing of or failure to provide warnings or instructions. REVIEWED 6 APPROVEL By Risk MANACFN1FN* D Isio MAY O'tii ANgtiE Ac Edo Form SS 00 08 04 05 Page 24 of 24 Ejhjubmmz!tjhofe!cz!Upsj!Qjfstpo! Upsj!Qjfstpo Ebuf;!3133/16/14!21;58;51!.18(11( DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 04/28/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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). CONTACT PRODUCER Nancy Stottlemyer NAME: FAX PHONE Insurance Brokers of MD - Hagerstown(301)790-0652(301)790-0962 (A/C, No): (A/C, No, Ext): E-MAIL 13126 Pennsylvania Ave.nancy.stottlemyer@ibmofmd.com ADDRESS: PO Box 3767 INSURER(S) AFFORDING COVERAGENAIC # HagerstownMD21742Twin City Fire Ins. Co.29459 INSURER A : INSURED Hartford A&I Co.22357 INSURER B : The Library CorporationHartford Casualty Ins. Co.29424 INSURER C : Carl Corporation and Tech-Logic CorporationHartford Fire Ins. Co.19682 INSURER D : 1 Research Park INSURER E : InwoodWV25428 INSURER F : 2022-2023 COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ AY30SBAVK569805/08/202205/08/20231,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY 1,000,000 $ (Ea accident) ANY AUTOBODILY INJURY (Per person)$ OWNEDSCHEDULED B30UECFP313405/08/202205/08/2023 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS HIREDNON-OWNEDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB 6,000,000 OCCUREACH OCCURRENCE$ A EXCESS LIAB 30SBAVK569805/08/202205/08/20236,000,000 CLAIMS-MADEAGGREGATE$ 10,000 DEDRETENTION$$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ CN N / A 30WECAD2KBN05/08/202205/08/2023 OFFICER/MEMBER EXCLUDED? 1,000,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 1,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE - POLICY LIMIT$ Policy Aggregate$5,000,000 E&O, Information Risk, Media Liability & D30TE0336969-2205/08/202205/08/2023Each Wrongful Act$5,000,000 First Party Expense-Claims Made Retention$ 25,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Santa Ana, It's Officers, employees, agents, volunteers and representatives are additional insured as indicated, and coverage is primary, non-contributory when required by written contract. Certificate of Insurance shall provide thirty (30) day prior written notice of cancellation. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Of Santa Ana Risk Management Division AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza 4th Fl Santa AnaCA92702 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD