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HomeMy WebLinkAboutPROCURE AMERICA - 20141NBROA1IN1 ON POLL 190111CPAOCEE A-2014-227 1f V11L INSURANCE RPIR1 S WC CLERK 01= COON IL DATE: NOV 12 2011 CONSULTANT AGREEMENT TVs reement for the performance of services ("Agreement") is made and entered into on thisday of September, 2014 ("Effective Date"), by and between Procure America, a California Corporation which provides cost reduction consulting services to public and private agencies/companies, with its principal place of business located at 31103 Rancho Viejo Road, San Juan Capistrano, California 92675 (herein after referred to as "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"), with its principal place of business located at 20 Civic Center Plaza, Santa Ana, CA 92701. City and Consultant may be referred to herein individually as a "Party" or collectively as the "Parties" or the "Parties to this Agreement." RECITALS A. City desires to retain a Consultant having special skill and knowledge in providing cost reduction consulting services by analyzing client's policies, procedures, supplier contracts, past invoices, and other pertinent information in order to provide client recommendations that achieve cost savings consistent with operations; B. Consultant represents that Consultant is able and willing to provide such services to the City; C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. D. The Parties have specified in this Agreement the terms and conditions under which such services will be provided and paid for. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services identified in Procure America's Statement of Work as set forth in Exhibit A to this Agreement. 2. COMPENSATION a) The review cost associated with the initiation of cost reduction services is equal to 1% of the gross annual spend of the target reviewed category and thereafter ProcureAmerica will share 40% of the net savings realized. This 1% fee is typically paid in advance, however for the City of Santa Ana, this fee will be either waived if no savings are found and/or if the City elects not to proceed with ProcureAmerica's recommendations. If the City elects to proceed with ProcureAmerica's recommendations, the review costs associated with the cost reduction services will be paid from the actual savings and thereafter Consultant will be paid 40% of the net savings realized. b) Payment by City shall be made within thirty (30) days following receipt of proper invoice per expense category as described in the Statement of Work attached hereto as Exhibit A. 3. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2018, unless terminated earlier in accordance with the Statement of Work or Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. 2 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If consultant is or employs licensed professionals such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms 3 of, or effects, arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. &�ell1Ym Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: and, Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 Executive Director, Finance & Management Services City of Santa Ana 20 Civic Center Plaza (M-17) P.O. Box 1988 Santa Ana, California 92702 To Consultant: Fred Armendariz, ProcureAmerica 31103 Rancho Viejo Road San Juan Capistrano, California 92675 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 5 12. TERMINATION This Agreement may be terminated by the City upon fifteen (15) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall Cn indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: fili 01V Maria D. Huizar Cleric of the Council k ' UVF Sonia Carvalho City. ,,kgorneye Chief Assistant City RECOMMENDED FOR APPROVAL: �'�5`�Z*� .� � . Francisco Gutierrez Executive Director Finance & Management Services �COyiStfL NT Fred Armendariz, ProcureAmerica 31103 Rancho Viejo Road San Juan Capistrano, California 92675 Consultant/Owner/President Employer ID # or Individual SS 4 CITY OF -Sri TA ANA �I David Cavazos City Manager ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by F.3 Authorized Representative CERTIFICATE OF LIABILITY INSURANJ 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 polley(les) must be andarsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain pollcles may require an endorsomenL A statement on this certificate does not Confer rights to the PRODUCER CONTACT Tanli Etahever / NAME: v Brakke-Schafnitt ins, Brokers License #9428915 PHCxE3 tw g4S 65.5159 twe 0 I 28202 Cabot Road, Snits 600 , E, A`Lm,. tami.etchoverrvtdtshl.us dba: Marketplace Solutions dba; Procure America 31108 Rancho Viejo Rd. #132102 San Juan Capistrano, CA 92675 ... rl�7wfciaF:1 REVISION NUMBER: Z 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 AL. THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES- LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Olt of Santa Ana Y 20 Civic Center Plaza TYP&OF INSVRANCE Santa Ana, CA 92701 AUTHORISED REPRESENTTA'TOM L C POIJCY NUMBER oDtti'tiA w. -._—J LIMITS GENERAL. LIABILITY I EACN OCCURRENCE $ 2,096,0 A X ccmmERCIALeewERALUABIuTY CLAIMS -MADE X OCCUR X 72SSAAP4101 0110012414 0110612015 p l c � , g 9,690,66 MED EXP jAny one $ m..M••16,66 PERSONAL$ADVINJURY 5 .2,666,000 GENERAL AGGREGATE $4,000,000 w ORNI AGOREG.ATE LIMITAPPLIES PER PRODUCTS-COMPJOPAGG S WW4,00000 PRO- LOC POLICY JFCT 5 AUTOMOBILE LIABILITY rSo Mddont INGLE LIMIT 11669,96 'A ANY AUTO 728BAAP4101 911661$614 61196/2915 BODILY INJURYlPerpemcn) BODILY INJURY low ocndam) $ $ _.�._,..m......— _ FEED RACCIDENT CE ALL OWNED SCHEDULED ALTOS .AUTOS K HIRED AUTOS )t AIUTTO$ __. S X UMBRELLA UAB J( CCR OCCURRENCE .$. 1,999,90 AEXCBSS LDIa CLA&ASMtA9E 72SBAAP4`101 O11OW2914) 01t0%l29i5 _EACH AGGREGAEGATE g 1,090,09 DEC K.RETENnCN$. _. 10996 S I WORKMCOMPENSATION I AND EMPLOVER8" LIABILITY �EEMBER£ WJDB�ECUTIVE YY (Mandatoryin NNP NfA -.-----^--^-^�-'^ E.L. DISEASE -EA EMPLOYE S—_..�_ 0 adaeafbo under R T N OF OPERATIONaboluw E.L.OISEASE-POLICY LIMIT S DESCRIPTION OF OPERATIONS i LOCATIONS VEHICLES (An oh ACORD 101, Addidoml Romaft Sohaduln, if mom Boom to mqulmd) City of Santa Ana, its officers, adsploaes, agents, volunteers and representatives are named as additional insured where regized by written contract and per the attached policy form SSOCOS(04105) including primary s non -Contributory wording. M1EMTI=f*ATC4 LIM nCO, 4701 Mir 91 I ATN9N SANTAAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Olt of Santa Ana Y 20 Civic Center Plaza THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, Santa Ana, CA 92701 AUTHORISED REPRESENTTA'TOM 1988-2010 ACORO CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo am registered marks of ACORD �"{� 1 I ,Cf�I 4P We� �S It i j POLICYHOLDER COPY P.O. BOX 8192, PLEASANTON, CA 94588 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 10-15-2014 GROUP: POLICY NUMBER: 1888181-2014 CERTIFICATE ID: 8 CERTIFICATE EXPIRES: 01-01-2015 01-01-2014/01-01-2015 CITY OF SANTA ANA SG 20 CIVIC CENTER PLZ SANTA ANA CA 82701-4058 This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy /dde/scririibbbeeeddd herein is subject to all the terms, exclusions, and conditions, of such policy. Authorised Representative/ President and CEO EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1600 - ALFREDO ARMENDARIZ PRES,SEC,TRES - EXCLUDED. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 10-15-2014 IS -�,.— ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER ! e DIGIKON USA, INC. DBA: PROCURE AMERICA SG 2�1G^-1r 31103 RANCHO VIEJO RD # D2102 jJ'//,j' SAN JUAN CAPISTRANO CA 925751,1 t [P1 B,SG] (Ray.7-20141 PRINTED 10-15-2014 DIGIK-1 OP ID: KN CERTIFICATE OF LIABILITY INSURANCE DATE IMMPOUYYYY) 0110412017 THIS CERTIFICATE IS ISSUED, AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFI'CAT'E 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: 11 the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER Brakke-Schafnitz Ins, Brokers License #0K07568 28202 Cabot Road, Suite 600 CONTACT NAME: Karen Lynn Van Eede PHONE: Arc NQ Ext9: 949 3365-5147 FAX No): 94'9-313-3357 ADDRESS: Karen.VanPede!asig.us Laguna Niguel, CA 92677-1251 INSURER(S) AFFORDING COVERAGE INSURERA:SentinelInsuranceCOmppI_gy_ �ETNAIC 0 INSURED A-10 Advisors, Inc. INSURERe: dila: Marketplace Solutions dbw Procure America 31103 Rancho Viejo Rd. #1)2.102 INSURERe: INSURER D: San Juan Capistrano, CA 92675 NsuRERE: INSURER F : f" r0'r1CIr"A°TG KIHIMRII ki I`.ilUrd WUfiPIC°SCP'(. L1.N Y �,IIlRV' V V vrx • , x..v...... � AAAA...:�... 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, 'PERM 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 AAAA. TYPE OF INSURANCE N. City Of Santa Ana POLICYNUMBER OLICYC ON MM1DD LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS-MADE ®`BCCI -IR X X �72SBAA.P4101SC 01/0612017 01/06!2018 EACH CCCURPENC'E $ 2,000,00 '. PREMISESA(E 7 =NLrrence) $ 1,000,00 NEED EXP (Any one pWr5un) $ 10,00 ''.:. PERSONAL. &,DV' INJURY $ 2,000,00 '., GEN'L AGGREGATE LINT APPLIES' PER. X POLIIC' r PRO LOC GENERAL AGGREGATE $ 4,000,00 PRODUCTS - COMPfOP' AGG $ 4,000,00 'b OTHER ALTOMOSI LIABILITY AAAA. CONFINED 51*IDLE LIMIT tI Ea accadent $ 2+00,00 BODILY INJURY gPer weusnn9 A ANY AUTO X X 72SBAAP4101 SC 01906/2017 0190612018 DODILY IN AJRY (Par accident) AAAA.. ALL OWNED St HEC'ULED AUTO,' ! AUTOS NON -OWNED X GG HIREDAUT'U�'L: AUTOS PROPERTY DAMAGE .Per arci[denY'} — A X UMBRELLA UAB EXCESS41AB X OCCUR CLAIMS -MADE 72SBAAP4101SC 0110692017 0110612018 EACH OCCURRENCE.... $ 1,000,000 AGGREGATE $ 1,000,00 .v DED X DETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' Ll ILrrY YIN ANY PrOPRIETCRIPARTt3ERIE.'KECUTVE —1 0177ICERrTAEMBER EXCLUDED? (Mandatory In NH) Ni 1 A 'I PER I I 'JIM - ,STATUTE ER — AAA A EL EACH ACCIDENT DISEASE - [,� EMPLO`fEE $ FE, DISEASE. - POLIC"d LIMIT $ 4f yes, describe under DE,ti;CR4RT4t)N e^,,F OPERATICINS, below I DESCRIPTION OF OPERATIONS I LOCATIONS f VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is requcred) City of Santa Ana, its officers, em�loyeesy agents, volunteers and representatives are named as additional insured where required by written REVISED contract and per the attached policy farm SS0009(04105) including primary &",, ) Coon -contributory wording. '� � ��.�.' � . � " ..... � ANGE21NA CAZARES r-Amf Gt 1 AT!ON +..I�ee i rriti.rr r c rrv��r=r1 —•-•------ -.._... SANTAAN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE NTH THE POLICY PROVISIONS. 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 U lv88-10'14 A(;QRiI t.lJrtYD" i RJN. Taxi ngnrs resefvmu, ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD Form S5 AA 08 04 05 0 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED Beginning on Page I 1 2 2 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy 2. Duties nn The Event Of Occurrence, Offense, Claim Or Suit 3. Financial Responsibility Laws 4. Legal Action Against Us 6. Separation Of Insureds S. Representations 7. other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 08 04 05 3 10 14 16 17 18 18 20 1 0 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 apples. No other obligation or liability to pay sum or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property 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. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer-, Form SS 00 08 04 06 Page 1 of 24 0 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property clarnage-, or applicable limit of insurance We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident-, d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices, and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency .°suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services, and any vehicle to which Business Liability Coverage for "bodily injury" applies. We (b) You are not engaged in the do not have to furnish these bonds. business or occupation of providing such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work, a. We will pay medical expenses as described (6) All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident: (6) Prejudgment interest awarded against (1) On premises you own or rent', the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent- or applicable limit of insurance, we will not (3) Because of your operations" 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 reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident,- and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 06 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� (i) 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" (6) 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 inclemnitee, and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit", and (ii) Conduct and control the defense of the indemnitee in such "suit'. Form SS 00 08 04 06 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. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement, or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of (1) above, subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity, attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share, damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract'. the cost of, that party's defense f. Pollution has also been assumed in the "insured (1) "Bodily injury", "property damage" or same contract", and "personal and advertising injury" (iii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which (a) At or from any premises, site or damages to which this insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, or equipment that is used to (3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests', This exclusion applies only if you are in the "Bodily injury" or "property business business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM (M) "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 (ii) "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: (iii) "Bodily injury" or "property (i) Any insured-, or damage" arising out of heat, smoke or fumes from a (11) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly an operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "'pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations (2) Any loss, cost or expense arising out by such insured, contractor or subcontractor. However, this of any: subparagraph does not apply to: (a) Request demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants 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, regulatory requirement, or such claim lubricants or other operating or "suit' by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 44 45 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. (2) The use of "mob0e equipment' in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. I. War 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: J (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 f.(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, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment' by an "auto" owned or operated by or rented or loaned to any insured; or "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-, (5) 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: (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Page 6 of 24 Form SS 00 08 04 06 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,clemonstration or distribution of ophthalmic lenses and similar products-, (9) Any; (a) eady piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin', and (c) Similar services; (10) Services in the practice of pharmacy; and (111) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (6) 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, (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2)1 Premises you sail, give away or abandon, if the "property damage" arises out of any part of those premises-, (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work!' was incorrectly performed on it. 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 if 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. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product' or "your work"" or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the Voss of use of other property arising out of sudden and accidental physical injury to .,your product' or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work" Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work'"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury'": linking to others on your web site, by itself, is not considered the business (1) Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting-, the direction of the insured with knowledge of its falsity, (9) Arising out of an electronic chat room or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control-, publication took place before the beginning of the policy period- (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, anothers potential customers', except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (6) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act, - "advertisement": (12) Arising out of (6) Arising out of the wrong description of the price of goods, products or services; (a) An "advertisement' for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site-, name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images-, or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement' or other or authenticity", or content on your web site; Page 8 of 24 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 not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard": humiliation committed by or at the 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 others test for, monitor, clean up, q. Electronic Data 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, detoxifying or neutralizing or in any (1) A person arising out of 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 -I or Maills, 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 (2) The CAN -SPAM Act of 2003„ including person at whom any of the any amendment of or addition to such empioyment-related practices law; or described in Paragraphs (a), (b), or (c) above us directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN SPAM Act This exclusion applies: 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 0. 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". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that'. Section D. - Liability And Medical Expenses Limits Of Insurance. 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. WWI 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders,. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured a. 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 flaUlity 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 far: (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. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Cwned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 (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. NevAy 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 the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier-, and Form SS 000804 06 BUSINESS LIABILITY COVERAGE FORM 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. & Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 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 servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's 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 (g) Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific 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 Part "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". (!I) 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 exclusions, undertakes to make in the usual 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 unauthorized by you, whom you lease equipment; but only "bodily with; respect to their liability for (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, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container-, Page 12 of 24 Form SS 00 08 04 06 (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 (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, 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 behaff. (a) In connection with your premises" or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies. This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (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 Form SS 00 08 04 05 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) Wth 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". Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, 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'. (a) In the performance of your ongoing operations" (b) In connection with your premises owned by or rented to you; or (c) In connection with "Your work" and included within the "products - completed operations hazard", but only if (11) The written contract or written agreement requires you to provide such coverage to such additional insured; and (H) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: 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 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. 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 ail 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. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 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", Hproperty 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 .®personai and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 6. 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 poiitical subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 06 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) Thee 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. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 04 08 04 06 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 insured is a corporation. (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Page 16 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 claimants legal representative, 5. 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 if each Named Insured were the only Named Insured', and bi. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarabons are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (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) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. — Coverages. Form SS 00 08 04 06 (6) When You Are Added As An Additional Insured To Other Insurance That ioother insurance available to you covering liability for damages arising out of the premises or operadons, or products and completed operstions, 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 isother insurance available huam additional insured. However, the following provisions apply to other insurance available to any penanm 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 awritten 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. (6) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written omntraoL, written agreement or permit that this insurance is primary and non-contributory with the additional insm/ed's own imamrmncm, 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 ewoess, we will have no duty under this Coverage Part to defend the insured against any ''suiy'ifany other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do mu, but we will be entitled to the |nsureU'a rights against all those other insurers. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other imsurance, we will pay only our share of the arnoork of the lmmm, if any, that exceeds the sum cf� (1) The total amount that ah such other insurance would pay for the loss imthe absence ufthis insurance, and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining |oms. Jany' with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess ofthe Limits of Insurance shown in the Declarations mfthis Coverage Part, c. Method Of Sharing if all the other insurance permits contribution byequal shares, wewill follow this method also. Under this apprmauh, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the |mms nemo|na. whichever comes first. If any ofthe other insurance does not permit contribution by equal sheres, we will contribute by|innitsUnder this method, each insurer's share is based mnthe ratio ofits applicable ||md of insurance to the total applicable limits nfinsurance, ofall 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 port of any payment, including SuppilemnentaryPaynenta. vvehave 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 Mnern. This condition does not apply toMedicaYExpenses Coverage. b. Waiver Of Rights OfRecovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Pmymen1s, we have made under this Coverage Port, we also waive that right, provided the insured waived their rights of recovery against such person or organization imacontract, agreement or permit that was executed prior tothe injury mrdamage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below� 1. Additional Insured - Designated Person Or Organization 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, 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: a. In the performance of your ongoing operations', or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises 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 - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply. - This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises-, or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise 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 - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment 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 — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. 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. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased 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 — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land-, or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. S. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM |nsured—StateOrPolitic 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 pmMt|oe| to make or normally undertakes to subdivision has issued permit make in the usual course of b. With respect to the insurance afforded to bun ' im connection with the business, these additional insuredw, the following distribution mrsale ofthe pmduu�� ' additional exclusions apply: (f) Demonstration, installation, servicing or repair operations,Thimin�ur�noednesnote�p|yto� except such operations performed (1) "Bodily injury", "property damage" or at the venclor's premises in "personal and advertising injury" nunneobon with the sale of the arsingout ofoperations performed for product; the state ^ ' (g) Products whioh, after distribution(2) "Bodily injury" ov "property damage" or sale by you, have been labeled |no8uded in the "product -completed or relabeled or used as a operatiomm" hazard. contsiner, part or ingredient ofany 7^ Additional Insured —Vendors other thing or substance by or for a. WHO IS AN INSURED under Be�ion��. is the or ' amended to include as an additional (h) "Bodily irjury" 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 moto 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 '�our products!' which are distributed or exclusion does not apply to: sold in the regular course cfthe vemdpr's (i) The exceptions contained in business and only if this Coverage part Subparagraphs (d)a,(f);or provides coverage for "bodily irju/y" or Such inspections, ` "property damage" included within(ii) the adjustments, tests or servicing produs'comp|etedmpenaUmnahazmnd" � as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes sub�ecttothe following addCkonm|mmclusion& Lomake inthe usual course of (1) This insurance does not apply to: business, in connection with ^ (e) "Bodily injury" �r "property distribution or ea|m of the the distribution damage' for which the vendor in products. obligated to pay damages by (2) This insurance does not apply bmany naaeum of the assumption of insured person or organization from liability in a contract Vragreement. whom you have acquired such This exclusion does not apply to products, or any |mgmedient, pan or liability for damages that the container, entering into, vendorvvou|dhave inthe absence accompanying or containing such cfthe contract or agreement; products. (b) Any express warranty 0. Additional Insured —Controlling Interest unauthorized byyou; WHO IS AN INSURED under Section C. is (o) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(m) or orgamization(s) shown in the bythe vendor; Declarations as on Additional Insured — (d) Repackaging, unless unpacked Controlling interest, but only with respect to solely for the purpose of inspection, their liability arising out nf� demonstration, basting, or the a. Their financial control nfyou�or substitution of parts under b. Premises they wwn, maintain or control instructions from the momufactuer, while you lease oroccupy these premises. and then repackaged inthe original Form SS 00 08 04 05 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 Cr 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 if 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 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 — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. 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; (6) 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". 6. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. S. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada" b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; ,c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above. (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business', or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a ..suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD -ROME, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. ""Hostile fire" means one which becomes uncontrollable or breaks out from where, it was intended to be. 11. "impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product' or "your work" that is known or thought to be defective, deficient, inadequate or dangerous', or BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work''; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract' means: A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. —Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement', c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnities a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 06 Page 21 of 24 BUSINESS LIABILITY COVERAGE, FORM (1) That indemnifies on architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps' shop drawings, opinions, reporta. surveys, field orders, change orderm, designs or drawings and specifications', or (b) Giving directions or instructions, orfailing togive them, ifthat isthe 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, inspectinn, 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 vvorher^ 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 nmtn an aircraft, watercraft or"auto"; b. While it is in or on an aircraft, watercraft or "Ouuto/%or c. While it is being moved from an aircraft, watercraft ur"mmto"tothe place where it is finally delivered", but "loading or unloading" does not include the movement of property by means ofamechanical devioe, other than a hand truck, that is not attached kzthe aircraft, watercraft or'au&o^ 15."Mobile equipmerd~means any ofthe following types of land vehiu|es, including any attached machinery orequipment: a' BuUdmzero, farm maohinory, forklifts and other vehicles designed for use prirmipa|�/ off public roads, kx Vehicles maintained for use solely on or next topremises you own orrent; o. Vehicles that travel on crawler treads: . d- Wahides, whether self-propelled or not, on which are permanently mounted: (1) Power cranms, mhoves, baders, diggers ordrills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a.. 6~, 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 oompressors, pumps and generators, including spraying, we|dlng, bui�dinQ cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used toraise orlower vvurhere� . f. Vehicles not described in m., b., o� or d. above maintained primarily for purposes other than the transportation cfpersons or cargo. Hmwewer, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipnenr' but will beconsidered "autos": (1) Equipment, of atleast 1,000pounds gross vehicle weigh' designed primarily for'. (m} 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 gemamshons, including spraying, vveiding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. 'Y]000memce�' means an accident, including continuous urrepeated exposure bosubstantially the same general harmful conditions, 17. "Personal and advertising irjury''means injury, including consequential "bodily injury^, arising out ofone urmore ufthe following offenses: a. False arrest, detention or imprisonment', b. Malicious prosecution; Page 22 of 24 Form SSOU0W04 06 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor-, d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services, e. Oral, written or electronic publication of material that violates a person's right of privacy'. ,f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "'advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or"your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product' for consumption on premises you own or rent. b. Does not include "bodily injury" or ,.property damage" arising out of; (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent', or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee-, Form SS 00 08 04 05 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) Cithers 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 Page 24 of 24 (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 worW'i 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. Form SS 00 08 04 06