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Home My WebLink AboutHASSETT & WILLIS ASSOCIATES, LLC (HWC)-2016NSURANC. ON t ILC A-2016-246 WORK MAY PROCEED CNTIL INSLIF PNCE EXPIRFLi CLERK Or" COUNCII RATE', CAS ?A_�p AGREEMENT TO PROVIDE TRA:iNING COURSES AND EXERCISES FOR THE ANAHEIM / SANTA ANA URBAN AREA ON AN AS -NEEDED BASIS TI -11S AGREEMENT is made and entered into this 16th day of August, 2016 by and between HWC ("Contractor"), 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 O'City"). IRS A. On June 6, 2016, the Santa Ana Police Department ("SAPD") issued Request for Qualifications No. 16-068, by which it sought to identify and qualify suitable vendors capable of delivering a broad choice of homeland security -related training courses and exercises conducted by professionals in the fields of law, fire, public health, and emergency management. B. These courses are in support of the Anaheim/Santa Ana Urban Area ("ASAUA") Homeland Security Regional 'Training and Exercise Program and will be funded by a grant awarded to the City by the United States Department of Homeland Security's Urban Areas Security Initiative ("UASr') and administered by SAPD. The ASAUA consists of the incorporated cities in Orange County and the police departments of the University of California, Irvine, and California State University, Fullerton. C, Through SAPD, the training and exercise programs will be made available to agencies in the ASAUA on an as -needed basis to enhance domestic preparedness for acts of terrorism. D. Contractor submitted a responsive proposal that was among those selected by the City. E. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 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= On an as -needed basis, and at the sole discretion of City, Contractor shall conduct the training and/or exercise programs described in Exhibit A to this Agreement. Contractor's proposal is incorporated by reference as though fbily set forth herein. In the performance of all services, Contractor shall comply with the technical specifications provided in Section Ill of RFQ No. 16-068, which are incorporated by reference and attached as Exhibit B. To maintain flexibility that allows first responders to address emerging and unforeseeable threats, the ASAUA Homeland Security Regional "Training and Exercise Program will utilize a Change Order provision to request other training and exercise courses at the City's request. Change Orders will be used to approve training and/or exercises and can modify the existing scope of work for specialty and other ad- hoo training and exercises on an as needed basis. Change Orders will be drafted by the UASI Grant Coordinator, reviewed and approved by the Contractor, then forwarded to the Chiefof Police and the City Manager for the City of Santa Ana or their designees for approval. 3. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Contractor under this Agreement. Contractor shall be paid only for actual services performed under this Agreement (i) at the rates and charges identified in Exhibit A and (ii) in accordance with the payment provisions set forth in the technical specifications attached as Exhibit B, Any compensation payable to Contractor shall be paid from a portion of the above -referenced UASI grant awarded to the City in the amount of $2,253,140, which shall serve as the total amount payable for all training and exercise programs supplied under RFQ No. 16-068. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work that fails to meet the standards ofperformance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date stated above and continue through August 15, 2019, unless terminated earlier in accordance with Section 18, below. The terns of this Agreement may be extended for a single (1) one-year period upon a writing executed by the City Manager and the City Attorney. Contractor 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 Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor 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. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"), Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk, 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and 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 Contractor'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, with $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. 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 California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing lite performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and emissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor 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 by the City. (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, (iv) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor 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 terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of ternunation. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. MEMNMCATION Contractor agrees to and shall indemnify, defend, 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 death, and claims for property damage, which may arise from the negligence or willful misconduct of the Contractor or its, 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 of, or effects, arising from this Agreement The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the teems of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. City shall notify Contractor of any claim as soon as reasonably practicable under the circumstances, provide Contractor with the sole right to defend or settle such claim, including selection of defense counsel subject to the City's reasonable approval, and provide Contractor with good faith assistance in the defense or settlement of such claims, at Contractor's expense. Contractor's indemnification obligations in this section shall survive expiration of this Agreement. Contractor shall defend, indemnify, and hold harmless City, its officers, agents, representatives, and employees against any and all liability or losses, including costs and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright, alleged or contained in the work product or documents provided or used by Contractor under this Agreement. MIMENUOU&N,-l) MIM IN IM J t In performing any services under this Agreement, Contractor stall observe and comply with all applicable laws, ordinances, codes, and regulations of governmental agencies, including federal, state, municipal, and local governing bodies having jurisdiction over the scope of services, including all provisions of the California Occupational Safety and Health Act. Contractor shall indemnify, defend, and hold harmless City from any and all liability, fines, penalties, and consequences from any of Contractor's failures to comply with such laws, ordinances, codes, and regulations. El M RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the casts inured under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and snake transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 12. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and fiuther 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 13. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with the performance of services specified under this Agreement. 14. NOTICE 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 fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City. Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Sox 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: To Contractor: Brad Badley, Sergeant UASI Grant Coordinator Homeland Security Division Santa Ana Police Department 60 Civic Center Plaza Santa Ana, CA 42701 HWC 1100 New York Ave NW 4250W Washington, DC 20005 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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 fax, 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. 15. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter therein, 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 Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or 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. 16. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor 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. 17. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. IS. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, City may require Contractor to deliver to the City all work product completed as of such date, and in such case such workproduct shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work that fails to meet the standard of performance specified in the Recitals of this Agreement. 19. NONDISCRIMINATION Contractor 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 activitibs or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 20. JURISDICTION - VENUE 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. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the 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. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. CERTIFICATIONS a. Debarment and Suspension. Contractor will comply, and all its subcontractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689, and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973. All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuantto the requirements ofThe Act hereby gives assurance that no otherwise qualified disabled person shall, solely by reason of disability be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. Contractor agrees it will ensure that requirements of The Act shall be included in any agreements with and be binding on all of its subcontractors, assignees, or successors. C. Americans with Disabilities Act of 1990 (ADA). Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable, d. Lobbying and Political Activity. None of the funds, materials, property, or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or to fiatther the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". C. Contractor will comply, and all its subcontractors will comply, with all applicable lobbying prohibitions and Iaws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. £ Contractor will comply, and all its subcontractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non -Discrimination and Equal Opportunity. Contractor will comply, and all its subcontractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title li of the Americans with Disabilities Act (ADA) (1990); Title DC of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non -Discrimination Regulations, 28 CFR Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against Contractor, Contractor will forward a copy of the findings to City, which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its subcontractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment—Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its subcontractors will comply, with an requirements of the California Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its subcontractors will comply, with all requirements of the Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its subcontractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Past 5), as applicable. 1. Contractor will comply, and all its subcontractors will comply, with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. M. Contractor will comply, and all its subcontractors will comply, with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C.1857(h)), Section 508 of the Clean Water Act (33 U.S.C.1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part IS), as applicable. n. Contractor will comply, and all its subcontractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19,1995), as applicable. o. Contractor will comply, and all its subcontractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. p. Contractor agrees that the Department of homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. q Contractor may copyright any books, publications or other copyrightable materials developed in the course of or under this Agreement. However, the federal awarding agency, State Administrative Agency (SAA), and City reserve a royalty -free, non-exclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government, SAA and/or City purpose: (1) the copyright in any work developed through this Agreement; and (2) any rights of copyright to which the Contractor purchases ownership with support through Us grant. The Federal government's, SAA's and City's rights identified above must be conveyed to the publisher and the language of the publisher's release form must ensure the preservation of these rights. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fces, 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. h. All Exhibits referenced herein and attached bereto 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: Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:`�i�, T ctk John .Funk Assistant City Attorney 77 E �O PPROVAL: Carlos Chief of Police Police Department 10 CITY OF SANTA ANA ( .r .4 David Cavazos City Manager it ^- -w Name: i4ano(t`etJ /fit. Kt.ea`�t Title: Time -+rpt EXHIBIT A List of Training/Grasses and Exercises TRAINING Contractor Hassan and W Ops Assodates, I.LC "0rsdptine Codec rmv En)ixCament n LE, Fire= F, Emergency MedIMISenrlCes+EMS, Emergency Management -CA Public treahb <PH, Odrer Obdo#ne- 00 Course Title I Description Discipline Tatar course Cost I `•NotAppifcable-TraWnp Courses norpropesed by Contractor EXERCISES AI Discusslan•gasad Exercises focus an strategic, policy -oriented issues; facilitators and/or presenters usually lead the discussion, keeping participants on track towards meeting exercise objectives. ('Flare: Estimated costs ora example costs only anddeplet a rouge that as axerdsemayJallwlthln. Acaralcostscon vary and as dependent on the sate, scope, and voriableslnvohred with a particular exercise) Exercise Type - Description variables Range of Cost (Estimated) Seminars generally orient participants to, or provide an overview of, Seminar authorities, strategles, pians, policies, procedures, protocols„ resources, Participants (#), arWn, concepts, and Ideas. Seminars can be valuable forentities that are Fa Flours, tatMatertaianHdon $5,01x7 -$25,®O0 developing or making major changes to existing plans or procedures. Although similar to seminars, workshops differ In two Important aspects: L. participant interaction Is Increased, and 2. focus is placed on achieving participants {#), Workshop or building a product. To be effective, workshops should have clearly Facilitation, Hours, Facilitation, Hours, $E,Df%I'$35,0C0 defined objectives, products, or goals, and should focus an a specific Hssue. ppm Page 3 of 3 Contractor. Hassett and WHIIS Associates, LLC bfatop Exercises (TTX) are Intended to generate discussion of various Description Variables ues regarding a hypothetical simulated emergency. They can be used enhance general awareness, validate plans and procedures, rehearse ncepts,and/or assess the types of systems needed to guide the Participants (N), avention of, protection from, mitigation of, response to, and recovery Facilitation, Hours. Participants (p), ,m a deflned Incident. The effectiveness of a TTX Is derived from the Materials, Location, $25,pDD- $50,000 argent involvement of participants and their assessment of Reporting/Plans Commended revisions to current policies, procedures, and plans; Materials, Site/Mgt. ?retort facilitation Is critcal to keeping participants focused on procedures, or practice and maintain current dolls. For every drill, Locations, arclae claectives. clearly defined plans,procedures, and protocols need to be in place. Bp Operation -Based Exercises used to validate plans, policies, agreements, and procedures; clarity roles and responsiblibias; and Ideality resource gaps. Exereses are characterized by actual reaction to an exercise scanarlo, such as Initiating communications or mobilizing personnel and resources, (-Nota: Estimated costs are example costs only and depict a rouge that an exercise may&H within. Actual costs can vary and is dependent on the size, scope, and varfables Involved with a particular ex mulse) Exercise Type Description Variables Range of Cast iEstimated) Prepardion, Planning Meetings, A drill Is a coordinated, supervised activity usually employed to validate a Participants (p), specific function or capability In a single agency or organization. Drills are Facilitation. Hours, commonly used to provide training on new equipment, validate Materials, Site/Mgt. Drill procedures, or practice and maintain current dolls. For every drill, Locations, $30,000-$75,000 clearly defined plans,procedures, and protocols need to be in place. Reporting/Plans, Personnel need to be familiar with those plans and trained to the Travel & Expenses, processes and procedures to be drilled. Moulage, Media, Volunteer Coordination Page 2 of 3 Contractor. Hassett and WIIIIS ASMdates, LLC Page 3 of 3 Functional Exercises (FE) are designed to validate and evaluate preparation, capabilities, multiple functions and/or sue -f melon% or interdependent Planning Meetings, groups of functions. Mare typically focused on exercising pians, Participants (N), Functional policies, procedures, and staff members Involved In management, 8C that, Hours, $55,000 • $100,000 direction, command, and control functions. An FE Is conducted In a Matertats, Site/Mgt. realistic, real-time environment; however, movement of personnel and Locations, equipment is usually simulated. RepartIne/Prans, Travel & Expenses Full -Scale Exercises (FSE) are typically the most complex and resource• preparation, intensive type of exercise. They Involve multiple agencies, organizations, Planning Meetings, and Jurisdictions and validate many facets of preparedness. FSEs often Participants (k), include many players operating under cooperative systems such as the Facilitation, Hours, Full -Scale Incident Command System (ICS) or Unified Command. In an FSE, events Materials, Site/Mgt. are projected through an exercise scenarlo with event updates that drive Locations, $75,000 $150,000 activity at the operational level. FSEs are usually conducted in a real- Reporting/plans, time, stressful environment that is Intended to mirror a real incident. Travel & Expenses, Throughout the durudon of the exercise, many activities occur Moulage, Media, simultaneously. Volunteer Coordination Page 3 of 3 3.0 3.1 SECTION Ili EXHIBIT B TECHNICAL SPECIFICATIONS REQUIREMENTS The specific requirements of the RFQ have been listed in two sections to allow proposers to respond to either, the training courses component, the exercise component, or both. There Is no requirement the Proposer must respond to both components of the RFQ. TRAINING COURSES 1. The ASAUA requires training courses In the following specific disciplines: b. Fire/Emergency Medical c. Public Health d. Emergency Management 2. The Proposer shall conduct training courses at various locationstvenues within the ASAUA. 3, The Proposer shall prepare course flyers, register attendees, record attendance by signed roster, provide certificates of completions, and verify course completion by the participants. 4. The Proposer shall prepare and present specified training courses, Course material shall be available at the time the training is provided for each of the training courses the proposer has outlined in their proposal. b. All training courses presented must meet state and federal guidelines and be approved by Cal OES and DHS for reimbursement under the Homeland Security Grant Program prior to delivery. Refer to the Cal OES website at: littp://www.caloes ca gov/cal-oes- divisions/california-specialized-tMlgbg-institute and the DHS website at: RFQ No. is -ma Page 14 httos://www.fema.aov/training for further Information regarding state and federal guidelines for Department of Homeland Security grants. If any portion of the training course occurs outside of the classroom, an Environmental & Historic Preservation (EHP) approval must be obtained from FEMA/Cal OES prior to delivery of the course. The EHP approval Is location specific and if an EHP approval Is required, one must be obtained for each location where the course is delivered. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 6. The Proposer shall offer course content that satisfy the five preparedness priorities identified In the ASAUA Multiyear Training & Exercises plan. The ASAUA MTEP is attached for reference. 7. The Proposer shall provide all required training material, handouts, course syllabus and/or written curriculum. 8. The Proposer shall collect written surrey comments/course evaluations from participants at the conclusion of every course offered. Survey/course evaluations will be conducted in a manner specified by the City. A standardized course survey form will be provided to the successful proposers. 9. The City reserves the right to cancel the training course with fourteen (14) calendar days' notice of delivery date, and not be charged for the class, travel costs, or training materials by the vendor. 10, Proposer shall provide and assign high quality instructors on a consistent basis to deliver the specified courses. 11. All instructors shall use the methods suggested by the training protocols established such as maintaining and updating each training syllabus, introducing and following objectives for each class, completing training as described, and utilizing training aids such as audio/visual systems. RFQ No. 16.068 Page 15 12. The Proposer and all of their instructors shall provide immediate feedback to the City via the ASAUA Homeland Security Regional Training and Exercise Program Manger regarding all customer requests for new or additional services or to lodge complaints. 13. The Proposer will be paid for time, materials and for services rendered. Training days are generally eight (8) hours long, e.g. 8AM-5PM, including a one (1) hour lunch. The schedule should Include regular breaks on a 50/10 break ratio — for every fifty (50) minutes of Instruction, there should be a ten (10) minute break. Half days are defined as four (4) hours or less of curriculum. 14. Training venues may be provided by the City or by hosting agencies based on the needs of the course. Proposer must be able to secure training sites at any of the jurisdictions within the ASAUA. 15. All Proposer developed courses must be approved by California Office of Emergency Services (Cal OES) for reimbursement under the Homeland Security Grant Program prior to delivery. It is the responsibility of the Proposer to prepare all of the forms and documentation necessary to obtain all course approvals. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 16. The anticipated start date of this agreement is Fall of 2016. Usage under this 17. Depending on the training or exercise, the proposer's instructors and courses may be required to be California Peace Officer Standards & Training (POST) certified or California State Fire Marshal approved, It shall be the responsibility of the Proposer to obtain all POST certifications and California State Fire Marshal course approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certifications and approval. The City shall not be billed for any costs associated with obtaining these certifications and approvals. RFQ No. 16-068 Page 16 18. A list of "approved" courses is available from Cal OES at www.caloes.ca qoY and a list of Federal Emergency Management Agency (FEMA) approved classes is availableatwwwjna,00v/tralning 19. Proposers are responsible for providing all course materials and delivering it to the sites) of all training. 20. Proposer will work with the ASAUA Homeland Security Regional Training and Exercise Program Manager and requesting agency to coordinate the training calendar and venue. 21. When required, Proposer must obtain the applicable certifications for developed courses before training begins. The need for certification will be determined by the ASAUA Training & Exercise Program Manager. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required certifications. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications, 22. Proposer will be required to obtain Emergency Medical Association (EMA) or Emergency Management Institute (EMI) certification on developed courses if the course content contains materials that require state andfor federal certification. The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for certification. The City shall not be billed for any costs associated with obtaining these certifications. 23. Proposer may not charge the City for materials brought to the class that are not utilized. 24. Proposers may be selected to provide training based on their expertise within a specific discipline. RFQ No. 16-068 Page 1.7 25. Proposers shall ensure that training participants are members of agencies or organizations located or operating within the ASAUA, or have been approved by the ASAUA Training & Exercise Program Manager or his designee. 26. Proposer shall ensure that, when required, an Environmental Historic Preservation (EHP) approval has been Issued to the ASAUA before delivery of the training course. It shall be the responsibility of the Proposer to complete all of the forms and documentation necessary to obtain the required EHP approvals, The ASAUA Homeland Security Regional Training and Exercise Program Manager will assist the Proposer with the submission of the requests for approval. The City shall not be billed for any costs associated with obtaining these approvals. 27. Upon award of an agreement, the City will request a firm proposal from the approved qualified training provider on their proposed training courses whenever the need arises. 1. Course Surveys / Evaluations a. The course surveys / evaluations results will be tabulated and scored by the Proposer. Summary of the results will be provided to the ASAUA Training & Exercise Program Manager. b. Completed course survey/evaluation forms will be provided to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 2. Proposer must provide course flyers for all training courses to be delivered by Proposer. 3. Proposer will provide to the ASAUA Training & Exercise Program Manager all rosters and sign -in sheets upon completion of the training course for all training courses delivered. RrQ No. 16.068 Page 1B 4. Proposer will provide certificates of completion to all students that successfully complete the training course at the conclusion of the training course and provide copies of the certificates to the ASAUA Training & Exercise Program Manager within 30 days of delivery of the training course. 3.1.2 QUANTITIES FOR TRAINING COURSES 1. Quantities listed herein are estimates and are not to be construed as a commitment. No minimum or maximum is guaranteed or implied, 3.1.3 PRICING FOR TRAINING COURSES 1. All pricing quoted by Proposer in the RFQ and Response Packet will be considered by the grant office to be good faith estimates and used for budgetary planning purposes only. Firm price quotes will be requested from and provided by the selected qualified vendors during an informal solicitation for quotation and Purchase Order process and will remain firm for the term of any agreement that may be awarded as a result of this RFQ. 2, Unless otherwise stated, Proposer agrees that, in the event of a price decline, the benefit of such lower price shall be extended to the City. 3. All prices are to be F.O.B. destination. Any freighttdellvery charges are to be Included. 4. Any price Increase or decrease for subsequent contract terms may be negotiated between Proposer and City only after completion of the initial term. 5. Taxes and freight charges: a. The City is soliciting a total price per single delivery of each training course. The price quoted for each training course shall be the total cost the City will pay Including Sales, Use, or other taxes and all other charges. b. No charge for delivery, drayage, express, parcel post packing, cartage, Insurance, license fees, permits, costs of bonds, or any other purpose, RFQ No. 1&068 Page 19 except taxes legally payable by City, will be paid by the City unless expressly Included and itemized in the proposal, c. Amount paid for transportation of property to the City of Santa Ana is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping papers show the consignee is the City of Santa Ana, as such papers may be acceptable by the carrier as proof of the exempt character of the shipment. d. Articles sold to the City of Santa Ana are exempt from certain Federal excise taxes. The City will furnish an exemption certificate. 6. All prices quoted shall be in united States dollars and "whole cent," no cent fractions shall be used. There are no exceptions. 7. Price quotes shalt Include any and all payment incentives available to the City. B. Proposers are advised that in the evaluation of costs, if applicable, it will be assumed the unit price quoted is correct in the case of a discrepancy between the unit price and an extension. 9. Federal and State minimum wage laws apply. The City has no requirements for living wages. The City Is not imposing any additional requirements regarding wages. <. Wit ;AJ ug wilk,.. 1. The City reserves the right to reject any or all responses that materially differ from any terms contained in this RFQ or from any Exhibits attached hereto, to waive Informalitles and minor irregularities in responses received, and to provide an opportunity for Proposers to correct minor and immaterial errors contained in their submissions, The decision as to what constitutes a minor irregularity shall be made solely at the discretion of the City. 2. The City reserves the right to award an agreement to a single Proposer or multiple Proposers. RF4 No. 16-068 Page 20 HASSE-1 OP ID: BR A`CQRl7 CERTIFICATE OF LIABILITY INSURANCE GATE 09/109/201609/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must 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 The Business Benefits Group 4069 Chain Bridge Road, Top FI Fairfax, VA 22030 Brock Reynolds CONTACT Certificate Team PHONE FAX A/c No Ext703-385.7200 AIC Ne: 7O3-756.0202 E-MAIL ADOREss: certificates@bbgbroker.com INSURER(S) AFFORDING COVERAGE NAIC# 04/11/2016 INSURER A: Hartford Casualty Insurance Co 29424 EACH OCCURRENCE $ 1,000,00 INSURED Hassett Willis & AssociatesLLC T/A Hassett Willis & Company 1100 New York Ave NW #940W INSURER B: Beazley Ins. Co INSURER C: INSURER D: Washington, DC 20005 INSURER E PRODUCTS - COMP/OP AGO $ 2,000,00 INSURER F: AANYAUTO COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE DAVD- POLICY NUMBER POLICY EFF POLICY EXP LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS.MADE ❑X OCCUR X Business Owners X Santa Ana, CA 92701 42SBAIG6094 04/11/2016 04/11/2017 EACH OCCURRENCE $ 1,000,00 PREMISES Ea occurrence $ 300,00 MED EXP(Anyone Person) $ 10,000 PERSONAL&ADV INJURY $ 11000,00 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY r7 PROT- ❑ JECLOC OTHER: GENERAL AGGREGATE $ 2,000,00 PRODUCTS - COMP/OP AGO $ 2,000,00 $ AANYAUTO POMOBILE LIABILITY ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS X AUTOS X 42SBAIG6094 04/11/2016 04111/2017 COMBINED SINGLE LIMIT $ 1,000,00 Ea accident BODILY INJURY (Per person) $ (Per accent ) BODILY INJURY id $ PROPERTY DAMAGE $ Per accident A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 42SBAIG6094 04/11/2016 04111/2017 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,00 DED I X RETENTION$ 10000 $ A WORKERS COMPENSATIONYIN AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? ❑ (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below NIA 42WECCQ6606 04/11/2016 04/11/2017 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $ 1,000,00 E.L DISEASE - EA EMPLOYEE $ 1,000,00 E.L. DISEASE - POLICY LIMIT $ 1,000,00 B Prof.Liab/E&O V156613140101 04/23/2016 04/23/2017 LIMIT 1,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORO 101, Additional Remarks Schedule, may be attached if more space Is required) Certificate Holder, its officers, agents, and employees are named as Additional Insured in regards to General Liability per attached SS0008 04105 CERTIFICATE HOLDER CANCELLATION SANTANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Purchasing Department AUTHORIZED REPRESENTATIVE 20 Civic Crater Plaza Santa Ana, CA 92701 R /� - @ 1988.2014 ACORD COfial'lRMIO& JMvrffiA6R st*Ad. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD SEP BYsc_Y_ l BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 OS NTEp ED © 2005, The Hartford SEP BY: X QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 r� BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: Form SS 00 08 04 05 (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; © 2005, The Hartford Page 1 of 24 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 damage"; 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 (b) You are not engaged in the Coverage for "bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to (2) For the purpose of determining the release attachments, but only for bond limits of insurance for incidental medical amounts within the applicable limit of malpractice, any act or omission insurance. We do not have to furnish together with all related acts or these bonds. 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 (5) 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 0^5 e/ r W` b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee: and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (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 05 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 L71 (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". 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" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (it) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or Page 4 of 24 (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of(1)above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "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, (ii) Any person or organization for smoke fumes from a "hostile "; whom you may be legally fire or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any location on which any insured or contractors or subcontractors any contractors or subcontractors working directly or indirectly on any working directly or indirectly on insured's behalf are performing any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, pollutants" are brought on or to contain, treat, detoxify or neutralize, the premises, site or location in or in any way respond to, or assess "pollutants". the effects of, connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (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 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM E h. 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 "properly damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "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. 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 Page 6 of 24 (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. 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; Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, ftting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (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) Premises you sell, 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. Form SS 00 08 04 05 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". I. 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 loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or Page 8 of 24 (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. — Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising but of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury" "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard": or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E. Malls, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law, or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers" b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your 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. Page 10 of 24 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. 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) Owned, occupied or used by, Form SS 00 08 04 05 a (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of 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 00 08 04 05 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. 5. 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. 6. 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 124 Page 11 o 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; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the person or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages, the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(referred to damage" arising out of the soles) below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However, this business and only if this Coverage Part exclusion does not apply to: provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) 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 This insurance does not apply to: course of business, in 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 of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only (c) Any physical or chemical change with respect to their liability for "bodily "properly in the product made intentionally injury", damage" or "personal by the vendor; and advertising injury" 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 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", 1 n1"property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of 'bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other 'bodily injury", 'property damage" or 'personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your 'locations" owned by or rented to you. "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", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of 'bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. 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 05 _ BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable the insured because of injury after issuance for an additional period of less than 12 or damage which this insurance months. In that case, the additional period will be may also apply . deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure, the extent of the coverage and limits of 7, Other Insurance insurance required by that law. b. With respect to "mobile equipment" to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this provide any liability, uninsured motorists, Coverage Part, our obligations are limited as underinsured motorists, no-fault or other follows: coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or "suit" is brought. the extent not subject to Exclusion g, of Section A. — Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. a Page 17 of 24 1 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. Page 18 of 24 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. 6. 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 Form SS 00 08 04 05 Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured —Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor 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 that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (1); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest 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 — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work' performed for that additional insured and included within the "products - completed operations hazard", but only 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. Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto' means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto' does not include "mobile equipment". 5. '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. 6. "Coverage territory" means: Form SS 00 08 04 055 '1� BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a, above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a. above; a. A contract for a lease of premises. However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee" includes a „leased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road -beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 2 LIUM101f:9112R l-1141101414IVl* (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto" or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 08 04 05 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. Form SS 00 08 04 05 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"; rN Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and 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 work': a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work'; and (2) The providing of or failure to provide warnings or instructions. Form SS 00 08 04 05 R HASSE-1 OP ID: DATE (MM(DU/YYYY) CERTIFICATE OF LIABILITY INSURANCE 1 0511512017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements}. ____________ --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- PRODUCER 703-385-7200 CONTACT CT Certificates NAM 1�7,, Business Benefits Group PHON , E703-385-7200 FAX 703-766-0202 4023 Chain Bridge Rd (ArC, No' Exty LAIC, ii Fairfax, VA 22030 A-2016-246 E'MAIL certificateis4btigbrokeir 66M Brock Reynolds ADDRESS NSURERJSIAFFORDING COVERAGE NAIC 114SUIIZER A Har4ord Casualty Insurance Co 29424 lNSiJR1l:D Hassett Willis & AssociatesILI-C INSURERS Beazley Ins. Co TIA Hassett Willis & Company lNSURIER C: 1100 New York Ave NW #250W Washington, DC 20005 114Si,)Rl:R D INSURER E: ......................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... OVERAGES CERTIFICATE NUMBER: REVISION NUMBER CHAS IS 10 CERI @FY I HAI I HE F'OLICIES OF IIIISURAIIICE LISI ED BELOW HAVE BEEIII ISSUED TO I HE IIIISURED IIIAMED ABOVE FOR I HE POLICY F'EMOD CI` DICA1ED NOTWITHSIANDINI3, ANY REOil-ilREMENT lIERM OR (.,'OIqDITIOIq OF ANY (.,'OlqTRA(.,'1I OR OT1HF.:R DO(--li WITH RF.:S1::1F.:(.,-T IOW1ll(.,-1H THIS CF.:R11FICATF: MAY BF: SSI.JF:D OR MAY FIF:RIAIN, THF: lI',1SI.JRA;J',1CF.: AI FORDF.:D BY 11HE F1OLiCUS DF:SCRIBED HEREll',l IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONSCid: SLICH POI[JOES. LIMITSSIHOWNIMAY IHAVE BEEN R(iDUCEDBY PAIDCLAWS. R UDDL .4USR POUCY IEFIF POLICY Ir TY RE OF 1114SURA114CE PoLcY NUMSIER JMM151Dffy-yy1 LU[i X COMMERCIAL GENERAL. LIABILITY IW �� I (Y X I ff �1: �11 I i� �F $ 1,000,0 GIAXS MADE ['X OGGUR 42SBAlIG6094 04/11/2017 0411112018 UlAiMAGE l0i RIFWFID, 300,0 I................................. GR41 AGGRIFGAflF U1110ii AI:111:14 iFS 11:1FIlk X �J: �cit I c y O/HFH 42SBAOG6094 ,!LUTOMOSIi i AN'V AUTO X 42SBAIG6094 OWNI: 11) 80DRYiPLMR` 1P -s pemon� A1141, 1-1VI: ' ' AU 1101',4 X HNIFI) `4�)N OWN: D .... I A iF001,5 [1'�( A Ii f GiS GihlG Y UM" 0RELLA LIAB A (;ciip EXCII:SS LAS Q, A[ iMS,NKIF � 42SBAOG6094 IM 11) 10000 X RIL I ION �D A wo[RKII�RS COMP'll. ii AND EMPLOYIERS'LABLTY . YiN 80DRYiPLMR` 1P -s pemon� A1141, 1-1VI: ' ' 42WECC06606 it�HCPPfla OFF 1: XC11 101 T 04 /A (Windamiry In NH) 4 A0H0C0JHRFN1F 04/11/2017 04/11120119 IS Prof E&O Liability V1566DI70401 i e�lff'PT`a"r 0 RD 101 Additional Remarks Scpace is reqUired) IC eAOr6RAT'JqN' ' WICATIONS / VEHIJLES �fl aedule, may bu atitached !if i 111cilre ,ers, agents, a em 16yees are name as 6 er, is o I(. Additional Insured in regards to General Liability per attached SS0008 04/05 1,000,000 2,000,000 2,000,000 - ..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... CERTIFICATE HOLDERCANCELLATION ............................................................................................................................................................................................................................................................................................................................................................... ................................................................................................................................................................................................................................................................................................. . SANTANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Purchasing Department 20 Civic Cneter Plaza ALPHORIZED REPRESEi Santa Ana, CA 92701 SVI ',.qA� L16ql' ................................ . ............... . . ........ . . . . . ..... . ................... . ................. . . .. . .................... . ...................................... .. .. .. . ..................................................................... ...................... ACORD 25 (2016/03) Q 1988-2015 ACORD C 9,70RATION, All rights reserved. The ACORD name and logo are registered marks of ACORD ER -,I 0411112017 0411112018 80DRYiPLMR` 1P -s pemon� RODRY INJIeRa IPw,u `ndeiilH 4 A0H0C0JHRFN1F 04/11/2017 04/11120119 X PF ti I A, I 1 I I,, IzH 04/11/2017 0411112018 a- .0 i::::,A� 1 U A"X iDLNT L I INS ASL FALAHP/ OCVEL, E14SLASF , 11:1101i K"Y 11 KOH 041231201710412312018 -1-11:imlit i e�lff'PT`a"r 0 RD 101 Additional Remarks Scpace is reqUired) IC eAOr6RAT'JqN' ' WICATIONS / VEHIJLES �fl aedule, may bu atitached !if i 111cilre ,ers, agents, a em 16yees are name as 6 er, is o I(. Additional Insured in regards to General Liability per attached SS0008 04/05 1,000,000 2,000,000 2,000,000 - ..................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................... CERTIFICATE HOLDERCANCELLATION ............................................................................................................................................................................................................................................................................................................................................................... ................................................................................................................................................................................................................................................................................................. . SANTANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. ATTN: Purchasing Department 20 Civic Cneter Plaza ALPHORIZED REPRESEi Santa Ana, CA 92701 SVI ',.qA� L16ql' ................................ . ............... . . ........ . . . . . ..... . ................... . ................. . . .. . .................... . ...................................... .. .. .. . ..................................................................... ...................... ACORD 25 (2016/03) Q 1988-2015 ACORD C 9,70RATION, All rights reserved. The ACORD name and logo are registered marks of ACORD ER -,I BUSINESS LIABILITY COVERAGE FORM V7110,�11'11,V'1, 11,1111,27, Y"'Y Form SS 00 08 04 05 2005, ..Tlie V iarfford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. [ egal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 '7. Other Insurance 16 & 1 ransfer Of Rights Of Recovery Against OPiers To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 AdditionaO lnsureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 n BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words 1° 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", 1" 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 ruay, at our discretion, investigate any 1" occurrence" or offense and settle any claire or "suit" that may result. But: (1) T -he amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance-, and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments, b. This insurance applies: (1) Fo "bodily injury" and "property clarTiage" only if: Form SS 00 08 04 05 ILA (a) The "bodily injury" or "property damage" is caused by an 1° occurrence" that takes place in the 1°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 1" employee" authorized by you to give or receive notice of an "occurrence" or claire, 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) Fo "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: @ 2005, T he I lartford (1) Reports all, or any part, of the "bodily injury" or "property damage'" to us or any other insurer-, Page 1 of 24 .... ...... ff.' . .... . .. .. .. . (2) Receives a wiitten or verbal dernand or ciairn for darnages beca�..use of the "bodily in�u..ury" or "property darnage"; or (3) Becomes aware by any other means that "bodily inury" or "propebrty damage" has occurned or has begun to occur. d.. Damages because of "bodily injLAY" include damages claimed by any person m or'ganizat'ion for cam, loss of services or death resulting at any time from the "bodily injUliy". e. Incidental Medical Malpractice (1) "Bodily injury" arising Out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "'occurrence", but only if: (a) The physician, dentist, nurse, ernergency rnebdical techmcian or pararnebdic is ebirnployied by you to provide such services, and (b) YOU are not engaged in the business Or OCCUlpation of providing SUch services. (2) For the purpose of deters -reining the limits of insurance for incidental medical rnalpractice, any act or omission together with all related acts or omissions in the furnishing of these sen/ices to any one person will be considered one "occurrence". Insuring Agreement a. We will pay medical expenses as desciiibed below fm "bodily injUlly" caused by an accident-. (1) On promises YOU own w mint, (2) On ways next to priernisies you own or rent, or (3) Because of youoperations; provided that: (1) The accident takes place in the ""coverage territory" and during the policy period-, (2) The expenses are incurred and reported to us within three years of the date of the accident" and b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance, We will pay reasonable expenses fair� (1) First aid adirninistieried at the time of an accident, (2) Necessary medical, Surgical, x-ray and dental services, including prosthetic devices-, and (3) Necessary arnbu..iiance, hospital, professional nu. sing and funeral services 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS (3) The injumd pen son submits to exarnination, at our expemseb, by physicians of our echoic as often as we reasonably require, Page 2 of 24 tl�w&114111 _5 I %) 11' Tf� a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend-, (1) All expenses we incur. (2) 1Jp to $1,000 for the cost of bail bonds required becai..ise of accidents or traffic law violations arising out of the use of any vehicle to which ffi..isiness I iabilliity Coverage for. "bodily injuy" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for, bond amounts within the applicable limit of inSLA-ance. We do not have to furnish these bonds. (4) All reasonabie expenses inc�..urred by the ins0...Bred at w..Br req..Best to assist 0...B is in the investigation or defense of the ciarn or 11 su..iit", inck.iding ach..uai loss of earnings up to $500 a day becaa..use of tirne off frorn work. (5) All costs taxed against the inSLAed in the "SUit". (6) [:::' l ej u dg ment intemest aww&.,�d against thio insuned on that pwt of thio judgrni.mt we pay, if we rnalkie an offeto pay the al: plica. limit of insumnoe, we will not pay any pnejudgrnient interest based on that pedod of tirnie after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in COLAr-t the part of the judgment that is within the applicable limit of insurance. Any amounts paid and (1) thmugh (7) above will not neducie the lirnits of insumnoe. SS00080405 lb� If we defend on insured against o ^oub. and on indemnitee of the insured is also named as o party to the ^oui[ we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in m ountnao\ or agreement that immn"insured ourtnao�� (2) This insurance applies to such liability assumed bythe inmun*d� (3) The obligation to defend, or the cost of the defense of, that indemniVme, has also been assumed bythe insured in the same "insured oontnaot"� (4) The eUayedona in the "suit" and the information we know about the ^000umanoa^ are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask umtoconduct 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 inwriting to: (i) Cooperate with us in the invaaigebon, maUUamark or defense of the "suit"� (ii) Immediately send umcopies of any demmndm, nodmmm, summonses or legal papers received in connection with the "suit"; . (A!)Notify any other insurer whose coverage is available to the indemnitee: and (iv) Cooperate with us with respect N coordinating other applicable insurance available to the indemnitee., and (b) Provides us with vvh8en authorization to'. (i) Obtain records and other information related to the ^aui[; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SSOOO8O4O5 v6 V, 'i )l BUSINESS LIABILITY COVERAGE FORM Bolong eaU/aebovaconditions are met, attorneys' fees incurred by us in the defense of that indemnitee, naoaaaery litigation expenses incurred by us and naoaaaory litigation expenses incurred by the indemnitee at our request will be paid eaSupplementary Payments. Notwithstanding the provisions of Paragraph Yb.(b) of Section B. — Exo|uaiona, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits ofInsurance. Our obligation to defend an inaunad'a indemnitee and to pay for attorneys' fees and nam*aaery litigation expenses as Supplementary Payments ends when: (1) We have used up the mpp|iomb|a limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the bannm of the agreement demohbed in Paragraph (6)above, are nulonger met. B. EXCLUSIONS 1. Applicable ToBusiness Liability Coverage This insurance does not apply to: o. Expected OrIntended 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 orproperty, or (2) "Personal and advertising injury''arising out of an offense committed by. at the direction of or with the consent or onquieonmnnm of the insured with the expectation of inflicting "personal and odvertioinginjury^ b. Contractual Liability (i) "Bodily injury''ur"property dmmmge'';ur (2) "Personal and advertising injug/ for which the insured is obligated to pay damages by naeaon of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily inju0"."property damage" ur ^personal and advertising injury" that the insured would have in the absence of the contract or ,,agreeiment� or -- Page 3 of 24 ~ (b) "Bodily injury" or "property damage" assumed |nacontract oragreement that is an "insured conbacy', provided the "bodily injury" or ^pmpehy damage' occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured conbact', reasonable attorneys' fees and necessary litigation expenses incurred byorfor a party other than an insured are deemed to be damages because of "bodily injury" or"property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed inthe same "insured oontraoy'.and (i i) Such attorneys' fees and litigation expenses are for defense ofthat party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. n. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of-, (1) Causing or contributing to the intoxication ofany pe/son� (2) The furnishing of alcoholic bewmrmQmo to a person under the legal drinking age or under the influence ofa|coho|�or (3) Any statute, ordinance or regulation edabnQ tothe sale, Qi#, distribution or use ofalcoholic beverages. This exclusion applies only ifyou are in the business of manuhaduhnQ, disthbuUnQ, eeUinQ, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' oompenaabon, disability benefits or unemployment compensation |avv or any similar law, e. Employer's Liability "Bodily injury" to: (1) An "employee' of the insured arising out ofand inthe course of: (a) Employment by the insured; or (b) Performing duties related to the conduct ofthe inaured'abusiness, or (2) The apouae, chi|d, parent, brother or sister of that "employee" as a consequence of(1)above. Thia exclusion applies: (1) Whether the insured may beliable as an employer orin any other capacih/� and (2) To any obligation to ohsna damages with orrepay someone else who must pay damages because ofthe injury. This exclusion does not apply to liability assumed bythe insured under an"insured f. Pollution (1) "Bodily injury". "property damage" or ^peraona| and advertising injury" arising out of the ac(ua|, alleged or threatened d|acharge, diapersa|, seepage, migration, release orescape of "pollutants": (e) At or from any pnmmises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured, However, this subparagraph does riot apply to: (l) "Bodily injury" ifsustained within m building and caused by smoke, fumes, vapor or soot produced byororiginating from equipment that is used to heat, cool ordehumidify the building, or equipment that is used to heat water for personal use. by the building's occupants ortheir guests; (ii) "Bodily injury" or "property damage for which you maybe held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added toyour policy as an additional insured with respect to your ongoing operations performed for that additional insured at that pnemiaea, site or location and such pnemiaea, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured-, or Page 4of24 Form SSOOO8O4O5 (ill) "Bodily injury" or "property released as part of the damage" arising out of heat operations being performed smoke or fumes from a by such insured, contractor or "hostile fire-, subcontractor" (t) At or from any premises. site or (|i) "Bodily injury" or "property location which is or was at any damage" sustained within a time used hyorfor any insured or building and caused by the others for the Mand|ing, stonaga, release of gasas, fumes or disposal, processing or treatment vapors from materials brought of waste-, into that building inconnection vvdhopa��onsbain�pa�omnad (c) Which am or were at any time tnansportad, handled, stonad, by you or on your behalf bya contractor or treated, disposed o[ or processed ' as waste hyorfor: (|i|) "Bodily injury" or "property (i) Any inaured�or damage" arising out of Heak, smoke or fumes from e (fi) Any person nrorganization for "hostile fire", or whom you may be legally responsible; (e) At or from any premises, she or |ocehononvvHichen�insu�doren� (d) At or from any pnamimem, site or contractors or subcontractors location on which any insured or working directly orindirectly onany any contractors or subcontractors insumd's behalf are performing working directly or indirectly on operations if the operations are to any inmunad'm behalf are test for, monitor, dean up, remove, performing operations if the contain, treat, det�� oxifyornena|ioe. "pollutants" are brought on or to orinany way respond to, orassess the premises, site or location in the effects of, ^po||utents^ connection with such operations by such inmunad, contractor or (2) Any |omm, cost or expense arising out subcontractor, Howvever, this ofany.- mubparagraphdoemnotapp|yto: (a) Request, demand, order orstatutory or regulatory requirement that any (�) "Bodily injury" or "property insured or�em�� monitor,damage^ arising out of the escape of fuels, lubricants or dean up, namove, oontain, trea, other operating fluids which are detoxify orneutralize, orinany way needed to perform the normal respond to, orassess the effects of, e|ec\rice|, hydraulic or ''po||utantm''�or mechanical functions (b) Claim or suit by or on behalf ofa necessary for the operation of governmental authority for ^ mobile equipment" orits parts, damages because of testing for, if such fuels, lubricants or other mondoring, cleaning up, removing, operating fluids escape from a oontaining, tnasking, detoxifying or vaMida pad designed to Mn|d` neutra|izing, or in any way store or momiva them. This responding to, or assessing the exception does not apply |fthe effects of, ^poUutanta^ "bodi|y injury" or ''pmpahy Hovvever, this paragraph does not damaga" arises out of the apply to liability for damages because intentional discharga, dispersal of"property damage" that the insured or na|aasa of the fuels, would have in the absence of such lubricants or other operating request demand, order orstatutory or fluids, or |f such fuels, ' regu|skory requirement, or such claim lubricants or other operating or ''suit' by or on behalf of e fluids are brought on or to the governmental authority. pnamisas, site or location with the intent that they be discharged, dispersed or Form SSOOO8O4O5 — Page 5of24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or"property damage" arising out ofthe ownership, mantenanmm, use or entrustment toothers ofany aircraft, ''auto" or watercraft mwnmdoropematedbyornmnkmd or loaned to any insured. Use includes operation and "loading orun|oadinQ" This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the eupemieion, hiring. employment, training or monitoring of others by that insured, if the ''000urnmnoe" which caused the "bodily injury" or "property damage" involved the ownership, mainbanenma, use orentrustment 10others of any aircraft, ''euio" or watercraft that is owned or operated byorrented or loaned to any insured. This exclusion does not apply to: (1) Awatercraft while mahono on premises you own or rent� (2) Awatercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for acharQe-, (3) Parking an "auto" on, or an the ways next to, premises you own or nant, provided the ''au0o" is not owned by or rented or loaned to you or the insured-, (4) Liability assumed under any "insured contract" for the ownerohip, maintenance or use of aircraft or watercraft; (5) "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 iohired, chartered orloaned 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 |nomanms is primary, exceao, contingent oronany 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 (2) The use of"mobile equipment" in, or while in practice or preparation for, m prearranged nacing, speed or demolition contest or in any stunting mctiwity� I. War "Bodily injury", "property damage" or ^personal and advertising injury", however cauoed, ariaing, directly orindirectly, out of: (1) War, including undeclared or civil war-, (2) Warlike action by a military forca, including action in hindering or defending against an actual or expected attack, by any govammark, sovereign or other authority using military personnel orother agants', or (3) |neurrecUon, nabel|ion, revo|uUon, usurped power, or action taken by governmental authority in hindering or defending against any ofthese. Professional Services "Bodily injury". "property damage" or ''peraona| and advertising injury^ arising out of the rendering oforfailure to render any professional service. [his includes but ianot limited to: (1) Lege|, accounting or advertising menwoem� (2) PreparinQ, appnovnQ, or failing to prepare or approve mapa, shop dnawinQa, opiniona, nepoda, surveys, field ordera, change orders, designs or drawings and apecificationa� /3> Superviaory, inapecdon, architectural orengineering activities" (z) Medicm|, surgical, dentm|, x-ray or nursing services tremtment, mdwma or instruction; (5) Any health or therapeutic service treatment, advice or instruction-, (6) Any service, tnaatment, advice or instruction for the purpose of appearance orskin enhancement, hair removal or replacement or personal grooming-, (7) Optical or hearing aid services including the preocribing, pnmparation, fitting, demonstration or distribution of ophthalmic lenses and similar products orhearing aid deviceo� Page Gof24 Form SSUUUOU4U5 (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, darnage" (other than clarnage by fire) to preparation, fitting,demDnstratiDn or premises, including the contents of Such distribution of ophthalmic lenses and premises, rented to You for a period of 7 or similar products, fewer consecutive days. A separate Limit (9) Any. of Insurance applies to Darnage To Premises Rented To You as described in (a) Body piercing (not including ear Section D. - Limits Of Insurance. piercing),- Paragraph (2) of this exclusion does not (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for underthe skin-, and rental by you. (c) Similar services-, Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (111 ) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement, site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage" included in the "Property damage" to: "products -completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "Your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products -Completed operations hazard". damage to another's property" This exclusion does not apply if the (2) Premises You Sell, give away or damaged work or the work out of which abandon, if the "property darnage" arises the damage arises was performed on your out of any part of those premises- behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, Custody Property Not Physically Injured or control of the insured-, "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically which you or any contractors or injured, arising out of: subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or "your work"-, or arises out of those operations-, or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of Sudden and accidental physical injury to 1. Your product" or "Your work" after it has been Put to its intended use. Form SS 00 08 04 05 Page 7 of 24 u Recall Of Products, Work Or Impaired (o) Title cfany literary orartistic work; Property 8) Arising out ofanoffense committed by Damages claimed for any |oss, cost or aninsured whose business is: expanse incurred by you orothers for the (a) Advertising, broadcasting, loss of use, withdrawal, reoaU, inspeoMon, publishing ortelecasting; napair, replacement, acUusbnent, removal b) Designing or determining content ordisposal of: of web sites for others-, or (1) "Your product",- ' (d An Internet search, aooeaa. (2) "Your work",- or content or service provider. (3) "Impaired property",- Hmwever, 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 defiuienuy, inadequacy or dangerous Definitions. condition init. 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 (1) Ahoingout ofora| written or itself, is not considered the business ' pub|icabonofmateria| if ' o� advertising, broadcasting, ' ' the directionpub|ishingorte|ecasUng-ion of the insured with ' knowledge ofits ta|oity� (9) Arising out of an electronic chat room (2) Arising out ofora|' written or bulletin board the insured hosts, publication of material whose first mmne. or over which the insured publication took place before the control-, ' beginning ofthe policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product inyourem�i| byorat the direction ofthe ineured-' address, domain name or metatage' or any other similar tactics to mislead (z) Arising out of any breach of contract, anothe/epotential customers; except an implied contract to use . "advertising (11) Arising out of the violation of a another's ��idaa^ in your .. person's right of privacy created by advartisamany' ' any state or federal act. (5) 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 inthe absence of performance made in your such state orfederal ac�� ,advertisement'; ' (6) Arising out ofthe wrong description of (12)Arising out of: the price ofgoods, products orservices; (a) An "advertisement" for others on on o� any (7) Arising out of any violation of � site; intellectual property rights such as (b) Placing a link to a web site of uopyhght, pahen, tuademark, trade others onyour web site; rmme, trade secret, service mark or (o) Content from o web site of others other designation of origin or displayed within o frame or bonder authenticity. on your web site. Content includes However, this exclusion does not infonnotion, code, sounds, tex1, apply to infrinQement, in your graphics orimoQes-,or ^odverdsement". of (d) Computer oode, software or (a) Copyright Programming used toenable: (b) Slogan, unless the slogan ie also (i) Your web ahe�or a tuademark, trade name, service (ii) The presentation orfunctionality mark orother designation oforigin of an "advertisement" or other or authenticity-, or content on your web site', Page Oof24 Form 33UUUOU4U5 (13) Arising out of a violation of any anti- trust law', (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employmert-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person-, or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employmert-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: Form SS 00 08 04 05 i (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clear up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, clearing up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law: (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law: or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c, through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 2. Applicable ToMedical Expenses Coverage We will not pay expenses for "bodily |njury^: o. Any Insured Toany insured, except "volunteer workens. b. Hired Person Tooperson hired todowork for oronbehalf ofany insured orotenant ofany 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 Lowy To a person, whether or not an ^emp|oyee^ of any insunad, if benefits for the "bodily injury^ are payable or must be provided under a workers' compensation ordisability benefits law orasimilar law, e. Athletics Activities To o person injured while pnardo|ng, instructing or participating in any physical axano|sas or gomas, sports or cth|ado contests, [ Prod ucb-Comp|etedOperations Hazard Included with the "products -completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Cover -age. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individua|, you and your spouse are inxuredx, but only with respect to the conduct ofabusiness ofwhich you are the sole owner. b. A partnership or joint ventuna, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect tothe conduct ofyour business. c. A limited liability oompuny, 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 dudes as your officers or directors. Your stockholders are also insureds, but only with respect totheir liability asstockholders, Page 1Oof24 e. A huot, you are an insured. Your trustees are also |nouredo, but only with respect to their duties aotrustees. 2., Each ofthe following ixalso aninsured: o. Employees And Volunteer Workers Your "volunteer workars" only while performing duties related hzthe conduct of your businass, oryour ^amp|oyaas^. other Uhon either your "executive officers" (if you are on organization other than o partnership, joint venture or ||m|had liability company) or your managers (if you are o limited liability oompony), but only for acts within the scope of their employment by you or while performing duties e|ohad to the conduct ofyour business. Hmwever, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and odvarbs|ng|njury'': (a) To you. to your partners or members (if you are oportnarship orjoint vanhue). hzyour members (if you are o ||mhad ||obi|hy oompony), or to o co -"employee" while in the course of his or her employment or performing duties na|ctad to the conduct of your business. or to your other ^vo|unteer workers" while performing dudes related to the conduct ofYour business; (b) To the spouse, ohi|d, panant, 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 o/ the injury described in Paragraphs (1)(a) or (b) above-, or (d) Arising out ofhis orher providing or failing to provide professional health care services. If you are not in the business of providing professional health oana services, Paragraph (d) does not apply to any nurse, emergency medical technician orparamedic employed by you boprovide such services. (2) "Property damage" hoproperty: (a) Owned, Occupied urused by, Form SSOOODO4O5 (b) Rented to, in the care, Custody or control of, or over which Phys: cal control is bea ng exer6sed for any Purpose by YOU, any Of YOLJi- 11 employees", "Volunteer workers", any partner or rnernber (if You are a partnership or joint venture), or any rnernber (uf You are a Inflted liability cornpany), b. Real Estate Manager Any person (other than your "t.arniployee" oi- 1, voluntt.at.air worker"), or any organization while acting as your rt.aal 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 rna i riteria rice 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 Cover -age :::tart. The insurance afforded hein-ain for any subsidiary not shown in the Declarations as a narned insured does not apply to injury or darnage with respect to which an insuin-ad under this insurance is also an insured under another policy or would be an insured under such policy but for its tt-airrnination or upon the exhaustion of its irnits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50`Y® 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 pirovison is afforded only until the 180th day after you acquire or forrn the organization or the end of the policy period, whichever is earliei1 and Form SS 00 08 04 05 I b. Coveragit-a under this provision does not apply to (1) "Bodily urlUry" or "property darnage" that OCCUrred 'or (2) "Personal and advertising injury" arising out of an offense committed before YOU acqL.Jmd or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your narne 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-"erniployee" of the person driving the eqOpment-, or b, "Property darnage" to property owned by, rented to, in the charge of or occupied by you or the ernployer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With rt.asipt.act 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 pt-airson 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 per -son or organization is an insured with respect to: a. "Bodily injury" to a co-"erniployee" of the person operating the watercraft, or b. "Property darnage" to property owned by, rented to, in the charge of or occupied by you or the ernployer of any person who is an insured under this provision. 6, Additional In,,sured$, Wb0fl, 'Required By Wrrttert, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. thl'OUgh f. below are additional insureds when You have agreed, in a written mage 11 of 24 < contract, written agreement or because of a permit issued by a state or political aubdiviaion, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, orthe issuance ofthe permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement orpermit, However, nosuch person ororganization iaan additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a pad of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.—Optional Additional Insured Coverages. a. Vendors Any penaon(a)ororganization(s) (referred to below as wandor), but only with respect to "bodily injugror"property damagsr arising out of"your products" which are distributed or sold in the regular course ofthe vendors business and only if this Coverage Pad provides coverage for "bodily injuO/' or property damage" included within the ^products -completed operations hazand" (1) The insurance afforded to the vendor is subject to the following additional This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor 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 that the vendor would have in the absence ofthe contract oragreement (b) Any express warranty unauthorized byyou� (c) Any physical or chemical change in the product made intentionally bythe wandor� (d) Repeckaging, except when unpacked solely for the purpose of inapeudon, demonatradon, teadng, or the substitution of parts under instructions from the manutautunsr, and then repackaged in the original container; (e) Any failure to make such inspections, adjusbnents, tests or servicing as the vendor has agreed to make or normally under -takes to make in the usual course ofbusiness, in connection with the distribution or sale of the products; (f) OemnnutruUnn, ina1a|lahon, servicing or repair openationa, except such operations performed at the vendor's premises in connection with the am|e of the product-, (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury^ or "property damage" arising out of the sole negligence of the vendor for its own acts oromiaaiona orthose of its employees or anyone else acting on its behalf, However, this exclusion does not apply to: The exceptions contained in Subparagraphs (d) or (f); or (U) Such inapecdona, adjuaUneNs, tests orservicing mathe vendor has agreed to make or normally undertakes to make in the usual course of buaineaa, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingnsdient, part or container, entering into, accompanying or containing such products b. Lessors OfEquipment (1) Any person or organization from whom you lease equipment but only with respect to their liability for "bodily injury". ^property damage" or ^peraona) and advertising injury" oauaed, in whole or in part, by your main1enanne, operation or use of equipment leased to you by such person ororganization. Page 12cf 24 orm SSUUUDU4US ��n I X1 ��N!� V""0 ~ (2) With respect hzthe insurance afforded to these additional |naureda, this insurance does not apply to any ''occurrence^ which takes place after you cease tolease that equipment. c. Lessors OfLand OrPremises (1) Any person or organization from whom you lease land orpremises, but only with respect to liability arising out of the om/nensh|p, maintenance or use of that part of the land or premises leased kzyou. (2) With respect to the insurance afforded to these additional inaunada, 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 a|UsnaUono, 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 10liability for "bodily injury^. "property damage" or "personal and advertising injury^ cauoed, in whole or in pad, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises-, or (b) |n the performance of your ongoing operations performed by you oronyour behalf. (2) With respect tothe insurance afforded to these additional inaueda, the following additional exclusion applies: This insurance does not apply to "bodily injury^. "property damage" or ^penaona| and advertising injury" arising out of the rendering of or the failure to render any professional services byorfor you, including: (a) The pepahng, appnming, or failure to prepare or appnxm, mapa, shop dramdnga, opiniona, reports, surveys, field ordena. change ordena. designs or drawings and apedficadona� or (b) Supervisory, inopecdon, architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (f) Any state or political subdivision, but only with respect to operations performed byyou oronyour behalf for which the state or political subdivision has issued apermit. (2) With respect 10the insurance afforded to these additional insureds, this insurance does not apply 1o� (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" pnoducts'completeUoperationahazand^ f. 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 behalfi (a) In the performance of your ongoing operations:, (b) In connection with your premises owned byorrented 10you" or (c) In connection with "your work" and included within the "products - completed operations hazard^.but only if (i) The written contract orwritten agreement requires you to provide such coverage to such additional insured-, and (ii) This Coverage Part provides coverage for "bodily injury^ or ^property damage" included within the ^products' comp|etedoperaUonohazard^ (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply 1o� "Bodi|y injury". "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering orsurveying (a) The pnapahng, appnzvng, or failure to prepare or approve, mape, shop dnawinge, opinione, repoMe, eumeye, field ondes, change ondero, designs or drawings and specifications ;or (b) Supervisory, inapoction, architectural or engineering activities. The limits of insurance that apply toadditional innunaUn are described in Section 0.—Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described inthe Other |naunynom Condition inSection E.—Liability And Medical Expenses General Conditions. No person or organization in an insured with respect to the conduct of any current or pest pertnacohip, joint venture or limited liability company that in not shown en e Named |nnunaU in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The MostWe Will Pay The Umha of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of! a. |nounmdo� b. Claims made or "suits" brought-, or c. Persons ororganizations making claims or bhnging^euite^ z. Aggregate Limits The most we will pay for: a. Damages because of "bodily injuryy and ~property damage~ included in the ~products'comp|ehad operations hazard" is the Prod uda-Comp|ehmd Operations Aggregate Limb shown in the Declarations. b. Damages because of all other "bodily injury". "property damage" or "personal and advertising irjury", including medical exponaea, iathe General Aggregate Limit shown inthe Declarations. This General Aggregate Limit applies nmpena(e|y to each of your "locations" owned hyorrented toyou. "Location" means premises involving the same or connecting |ota, or premises whose connection is interrupted only by street, roadway or right -of -way of a Page 14of34 �� ~ ��V��\�� ... .�. ..~.`_~~=~ 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 omner, arising out of fire. lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2-b aboxo, whichever app|ioa, the most we will pay for the sum of all damages because of all "bodily injury". ^proporty damage" and medical oxponaoa arising out of any one "occurrence" is the Liability and yWoUica| Expenses Limit shown in the Declarations, The most we will pay for all medical mxpmnama because of "bodily injury" sustained by any one person is the yNmdioa| Expenses Limit shown inthe Declarations 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most wmwill pay for the mum of all damages because of all ^ personal and advertising injury" sustained by any one person ororganization imthe Personal and Advertising Injury Limit shown in the Declarations, 5. Damage ToPremises Rented ToYou Limit The Damage To Premises Rmn1mU To You Limit is the most wmwill pay under Business Liability Coverage for damages baoyumm of ^propmrty damage" 10any one premises, while rented to you. or in the oamm of damage by fire, lightning or mxp|omion, 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 ewant, whether such damage naeu|te from fire, lightning or explosion orany combination ofthese. G. How Limits Apply ToAdditional Insureds The most we will pay on behalf of person or organization who is an additional insured under this Coverage Part iathe lesser of: a. The limits of insurance specified in a written oontract, written agreement or permit issued by a abybo or political 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 inthis Section. Form SS00080405 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most vwewill 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 inParagraph 3. above. The Limits ofInsurance of this Coverage Part apply separately tmeach consecutive annual period and to any remaining period mfless than 12months, starting with the beginning of the policy period shown in the Deo|anahmns, unless the policy period is extended after issuance for anadditional period mfless than 12 months. In that case, the additional period will be deemed part mfthe last preceding period for purposes mfdetermining the Limits mfInsurance, E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the |nouned'o estate will not ne||awa us of our obligations under this Coverage Part. 3. Duties In The Event Of Occurvonce, Offenae, 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 oKonoa which may noou|t in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" uroffense took place', (3) The names and addresses of any injured persons and vxitnesses�and (3) Tha nature and location of any injury or damage arising out of the ~occurrence" uroffense, b. Notice Of Claim If a claim is made or "suit" is brought against any |nounad. you orany additional insured must: (i) Immediately record the specifics ofthe claim or "suit" and the dsda received; and (2) Notify usassoon aspracticable. You orany additional insured must see to it that we receive a written notice of the claim or^suh"assoon aspracticable. BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, noUces, summonses or legal papers received in connection with the claim or^suk": (2) Authorize us to obtain records and other information-, (3) Cooperate with us in the investigation, settlement of the claim or dahanam against the ^auh^'and (4) Aoo|ai uo, upon our nsquaoL in the enforcement of any right against any person or organization that may be ||ab|a to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The |naunyd\s Own Coat No insured will, except at that insunsd's own oost, voluntarily make a payment, assume any ob|iQadon, orincur any expanse, other than for first aid, without our consent, e. Additional |naured'a Other Insurance If we cover a claim or "auk. under this Coverage Pah that may also be covered by other insurance available to an additional inaunad, such additional insured must submit such claim or "suit" to the other insurer for defense andindamnky. However, this provision dues not apply to the extent that you have agreed in a written cuntract, written agreement or permit that this insurance is primary and non-contributory with the additional |nsunad'sown insurance. [ Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such ^000unenoe^. offense, claim or "suit" is known to: (1) You or any additional insured that is anindiv|dua|� (D) Any partner, if you or an additional insured iaa partnership-, (3) Any manager, if you or an additional insured is limited liability company: (4) Any "executive officer" or insurance manage[ if you or an additional insured isamzqpmratimm (5) Any tmstmm, if you or an additional insured is a trust; or u� Assistance And Cooperation Of The (G) Any elected orappointed official, ifyou Insured or an additional insured is a political You and any other involved insured must: subdivision orpublic entity. Form SS OO 08 04 05Page 15 of 24 This Flaragiaph f. applies separately to you and any additional insured. 21= a. When this policy is certified as proof of financial responsibility for the future Under the provisions of any imotor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property daimage" liability will corTiply with the provisOns of the law to the extent of the coverage and liimits of insurance reClUired by that law. b. With respect to "mobile ecii.iipment" to which this insurance applies, we will provide any liability, i.ininsi.ired motorists, i.inderinsi.ired motorists, no-fai.flt or other coverage required by any motor vehicle law. We will provide the recii.iired limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Forim: a. To join us as a party or othenNise bring US into a "S`t" asking for darTiages frorTi an nsured; or b. To sue us on this Coverage Form unless all of its terms have been fully compiled with. A persc.:in or c.:irganizatic.:in may st re t rs to recc.:rver c.:in an agreed settlement or c.:in a final jt idgment against an inst rred; but we will nc.:rt be liable for damages that are nc.:rt payable t inder the terms of this inst rrance or ti,iat are in excess of ti'ie applicable limit of inst rrance, An agreed settlement means a settlement and release of liability signed by us, the inst rred and ti'ie claimant or ti'ie claimant's legal representative. 5. Separation Of Insureds �[::.::xcept with respect to the 1-iMitS 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 lrisured were the only Named Insi.ired; and b. Separately to each insured against whom a claim is made or "suit" is brought, 6. Representations a. When You Accept This Policy (3) We have issued this pohcy in reliance upon your representations b. Unintentional Failure To Disclose Hazards If t.inintentionally yot.j shot.ild fail to disclose all hazards relating to the condt.ict of yot.jr business at the inception date of this Coverage fart, we shall not deny any coverage tinder this Coverage fart becat.ise of such failure. 7. Other Insurance If other valid and collectible inst.irance is available for a loss we cover tinder this Coverage fart, ot.jr obligations are limited as follows: a. Primary Insurance This inSUrance is phimary except When b, belCMA/ applies, if other inSUrance is also prii-Tiary, We Will share With all that other insurance by the i-Tiethod described in c. bel00/ b. Excess Insurance This insurance is excess over any of: the other insurance, whether primary, excess, contingent or on any oP,ier basis: (1) Your Work That is Fire, [::.:rxtended Coverage, Builder's Risk, Installation Risk or similar coverage for 'YOUrwork'% (2) Premises Rented To You Tl"iat is fire, ligi,itning or explosion insurance for preimises rented to You or tei-Tiporarily OCCUpied by you wifl,'i perimission of the owner -1 (3) Tenant Liability Fhat is insurance purchased by YOU to cover Your liability as a tenant for property damage" to premises rented to you cirtemporarily 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, (5) Property Damage To Borrowed Equipment Or Use Of Elevators By accepting this Policy, YOU agree: if the loss arises out of "property (1) Fhe staterTients in the Declarations damage" to borrowed equipment or are accurate and corTiplete, the use of elevators to the extent not subject to [:.�:AClUsion k. of Section A. - (2) Those statements are based t.jpon representations yot.j made to us -1 and Coverages. Page 16 of 24 Form SS 00 08 04 05 (G) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operadons, or products and completed operations, for which you have been added as an additional insured by that insurance-, or (7) When You Add Others As An Additional Insured To This - That isother insurance available to an additional insured. However. the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Pa rt'. (a) Primary Insurance When === Required By Contract This insurance is primary if you have agreed in a written oontnao, written agreement or permit that this insurance beprimary, If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-ContrIbutory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional |nsuned's own insuxenoe. this insurance is phmary and we will not seek contribution hom that other insurance. Paragraphs (m)and (b)donot apply to other insurance bzwhich the additional insured has been added as an additional insured. When this insurance is exoess, we will have no duty under this Coverage Part to defend the insured against any ^suh^ifany other insurer has a duh/ to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but wewill be entitled to theinsured's rights against all those other insurers. Form SS 00 08 04 05 �� ^ =*"^~ =�," ° ` .�~.-~°~~~ ~', When this insurance is excess over other insunonms, we will pay only our shops of the onnnunt of the |nss, if any, that exceeds the sunnof: (1) The total annount that all such other insurance would pay for the loss in the absence ofthis insurance; and (2) The bzka| of all deductible and self- insured amounts under all that other insurance. We will share the remaining |oss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations ofthis Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this appmaoh, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. Ifany ofthe other insurance does not permit contribution by equal shares, we will contribute bylimits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits ofinsurance ofall insurers. 8. Transfer Of Rights Of Recovery Against Others ToUs z. Transfer OfRights 0fRecovery If the insured has rights to recover all or part of any payment, including Supplementary Paynents, mehave made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our naquest, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply toMedical Expenses Coverage. b. Waiver Of Rights Of Recovery (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 Paynnents, we have made under this Coverage Part, we also waive that nght, provided the insured waived their rights of recovery against such person or organization in a oontraot, agreement or permit that was executed Injuryprior to the age 17 of 24 F. OPTIONAL ADDITIONAL INSURED COVERAGES |flisted urshown aeapplicable inthe 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, VVh8en Agreement orPermit) of Section C.. Who Is An |neunad, does not apply to the person or organization shown in the Declarations. These coverages are subject 1othe terms and conditions applicable to Business Liability Coverage in this po|icy, except as provided be|ow� 1. Additional Insured 'Designated Person Or Organization WHO IS AN INSURED under Section C. is emended to include as an additional insured the person(s) or organization(s) shown in the Dec|enaVons, but only with respect to liability for "bodily injury^. "property demege" or ^persone| and advertising injury" ceused, in whole or in part, byyour acts or omissions or the acts or omissions of those acting on your a. In the performance of your ongoing operations; or b. In connection with your premises owned byorrented 0oyou. 2. Additional Insured ' Managers Or Lessors Of Premises a WHO IS AN INSURED under Section C. is emended Vzinclude as an additional insured the penyon(s)ororgenizeVon(s)shown inthe Declarations as an Additional Insured - Designated Person [}r[}rgenizeVon�but only with respect to liability arising out of the ownenyhip, maintenance oruse ofthat part of the premises leased toyou and shown inthe 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 aKerallonm, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured ' Grantor OfFranchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the per-son(s) or organization(s) shown in the Declarations as an Additional Insured Grantor Of Franuhise, but only with respect to their liability asgrantor offranchise hz 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(m) or organization(m) shown inthe Declarations amanAdditional Insured — Lessor of Leased Equipmen1, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, inwhole or in part, byyour maintenance, operation or use of equipment leased to you by such penmon(m)ororganization (m). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply 0oany "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. VVHD IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations aeanAdditional Insured — Owners DrOther |nhanaste From Whom Land Has Been Leaeed, but only with naeped to liability arising out of the ownership, maintenance oruse ofthat part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional ineunade, the following additional exclusions apply: This insurance does not apply to: (i) Any "occurrence" that takes place after you cease 0o lease that land-, or (2) Structural aKeradono, new construction or demolition operations performed by or on behalf of such person ororganization. G. Additional Insured ' State Or Political Subdivioion—Permdo a. WHO |SANINSURED under Section C.im amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18of24 Form SS00080405 ��- Insured — State Or Political Subdivision Pennits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (i) ^Bodi|y injury". "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the ^pnzUuct-oomp|e0ed operations^hozorU. 7. Additional Insured — Vendors a. WHO |SANINSURED under Section C.is amended to include as on additional insured the person(s) or organization(s) (referred 0zbelow osvendor) shown inthe Declarations as on Additional Insured Vendor, but only with respect to "bodily injury~or"property damage" arising out of �your products" which one distributed or sold in the regular course of the vendor's business and only if this Coverage Port provides coverage for "bodily injury" or "property damage" included within the "prod ucts-oomp|e0eUoperations hozorU^ b. The insurance afforded to the vendor is subject tothe following additional exclusions: (i) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by nyoaon of the assumption of liability in o contract oragreement. This exclusion does not apply to liability for damages that the vendor would have in the absence ofthe contract or agreement-, (b) Any express warranty unauthorized byyou: (c) Any physical or chemical change in the product made intentionally bythe venUor� (d) Repackaging, unless unpacked solely for the purpose ofinspection, demonatration, testing, or the substitution of porta under instructions from the manufacturer, and then repackaged in the original BUSINESS LIABILITY COVERAGE FORM (e)Any failure to make such |napao#ona, adjuahnents, teats or servicing aathe vendor has agreed to make or normally undertakes to make in the usual course of buainaaa, in connection with the distribution orsale ofthe pmdu�s-, (f) Demonotration, ina1a||a1ion, servicing or repair openationa, except such operations performed at the vendor's premises in connection with the ao|e of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as o oontainer, part oringredient ofany other thing or substance by or for the vendor; or (h) "Bodily irjury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (ii) Such |napeoVona, adjustments, tests orservicing as the vendor has agreed to make or normally undertakes bzmake inthe usual course of buaineaa, in connection with the distribution or am|e of the (2) This insurance does not apply 10 any insured person or organization from whom you have acquired such products, or any ingredient, pad or container, entering into, accompanying or containing such 8. Additional |noured—ContnoUinQ Interest WHO IS AN INSURED under Section C. is amended to include as on oUUibono| insured the person(s) ororgonizobon(s)shown in the Declarations as on Additional Insured — Controlling Interest, but only with respect to their liability arising out of: m. Their financial control ofyou�or b. Premises they mwn, maintain or control while you lease oroccupy these premises. Form SS00080405 Page 19 of 24 L Fhis insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only 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: (I ) 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. Fhe limits of insurance that apply to additional insureds are described in Section D. imits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio, - (2) Television; (3) Billboard; (4) Magazine-, (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products-, or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment, But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury-, b. Sickness: or c. Disease sustained by a person arid, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: 'A '"00 11�') SS00080405 Page 20 of 24 1 ...... . ... . ................................ a. TheUnited States ofAmerica (including its lh. You have failed to fulfill the terms of a territories and possessions). Puerto Rico contract oragreemen� and Canada- ' |fsuch property can berestored touse by: llh� International waters orairspace, but only if a. The repair, rep|aoement, adjustment or the injury ordamage occurs in the course removal of "your product" or "your work"-, of travel or transportation between any or places included |na. above-, llb� Your fulfilling the terms of the contract or c. All other parts o[the world |fthe injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods orproducts made orsold byyou in�he�enihzrydesoribedina��bove� a� A contract for a lease of premises However, that portion ofthe contract for a (2) The activities ofsperson whose home lease of premises that indemnities any is in the territory described in a. person or organization for damage by fire, sbova, but is away for s short time on lightning or explosion to premises while your businass�or rented to you or (empuosh|y occupied by (3) "Personal and advertising injury^ you with permission of the owner is offenses that bshe place through the subject to the Damage To Premises Internet orsimilar electronic means of Rented To You limit described in Section communication 110�—Liability and Medical Expenses Limits provided the insured's responsibility to pay ofInsurance. damages is determined in the United States of b. Asidehaoh agreement-, America (including its territories and c. Any easement or license agreement, possessions). Puerto Rico or Canada, in a including an easement or license ^suit" on the merits according to the agreement in connection with construction substantive |avv in such (erri(ory, or in a or demolition operations on or within 50 settlement we agree to. feet ofa railroad; 7. "Electronic data'means information, ta�� or d. Any obligation, as required by ordinance, programs: to indemnify a munioipa|i(y, except in a. Stored aaoron; connection with work for amunicipality; b. Created orused on�or e. Anelevator maintenance agreement, or c. Transmitted hzorfrom f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications ooftaare, hard or floppy d|oko. (including an | ride mnif|oation of a CD-R,OMS. tapeo, dr|veo, oeUo, data municipality in connection with work processing devices or any other media vvh|oh performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or"property 8� "Employee" includes a "leased worker".' damage" 0oathird person ororgan�adon . does not include s "temporary provided the "bodily | injury" or "propertyEmp|oyaa^ worker". damage" |o caused, in whole part, ' ' by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means aliability that would be any of the officer positions created by your imposed by law in the absence of any oharter, oonst|tuhon, by-laws or any other contract oragreement. similar governing document. Paragraph E includes that part of any 10� "Hostile fire^ means one which becomes contract or agreement that indemnifies a uncontrollable orbreaks out from where iLwas railroad for "bodily injury" or "property intended Lobe. damage" arising out of construction or 11� "Impaired property" means tangible property, demolition operations within 50feet o[any other than "your product" or "your vvork^, that railroad property and affecting any railroad cannot be used or is |eoo useful because: bridge or treot|e, traoks, road'bedo, tunnel, a. It incorporates "your product" or "your work" underpass orcrossing. that is known or thought to be defective, However. Paragraph f. does not include deficient, inadequate ordangemuo�or that part ofany contract oragreementi Form 88OOO8O4O5 o/ Page 21 of 24 (1) That indemnifies an architect engineer or surveyor for injury or damage arising out ot (a) Prepahng, approving or failing to prepare or approve maps, shop drawwings, opinions, reports, sumeys, field onders, change onders, designs or drawings and specifications-, or (b) Giving directions or instmodons, or failing to give them, if that is the primary cause of the injury or damage�or (2) Under which the insured, if an archiVsct, engineer or surveyor, assumes liability for an injury or damage arising out of the insunsd's rendering or failure to render professional services, including those listed in (1) above and supemisory, inspecdon, 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, toperform duties related tothe conduct of your business. ''Leased worker' does not include a "temporary worker' 14� "Loading or unloading" means the handling of property'. a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or"ado"; lb. While it is in or on an aircraft, watercraft or "euto"; or c. While it is being moved from an aincraft, watercraft or "auto" to the place where it is finally delivered-, but "loading or unloading" does not include the movement of property by means ofamechanical device. other than a hand huch. that is not attached Vothe aircraft, watercraft or''auto" 15� "Mobile equipment''means any ofthe following types ofland vehicles, including any attached machinery orequipment: a. Bu||dozers, farm meohinery, forklifts and other vehicles designed for use principally off public noeds� lb� Vehicles maintained for use solely on or next topremises you own orrent,* c. Vehicles that travel on crawler treads; d. Vehidee, whether self-propelled or not, on which are permanently mounted: Page 22of24 (1) Power cranes, shovels, |oaders, diggers ordrills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers,* a. Vehicles not described in o, b., c` or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air cmmpnassors, pumps and genenatore, including spraying, we|ding, building c|eaning, geophysical exploration, lighting and well servicing oquipmon1�or (2) Cherry pickers and similar devices used kzraise urlower wmrkom� f. Vehicles not described in e^ b^ c, or d. above maintained primarily for purposes other than the transportation of persons or cargo. Howwever, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipnnent' but will be considered "autos".- (1) 'autom''�(1) Equipnnerd, of at least 1.000 pounds gross vehicle weight, designed primarily for: (a) Snow removal-, (b) Road maintenance, but not construction orresurfacing; 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 oompneeeum, pumps and generaUore, including mpraying, vve|ding, building o|eening, geophysical exploration, lighting and well servicing equipment. YG. 1Oooumanoo moans an aoodork, including continuous orrepeated exposure kzsubstantially the same general harmful conditions. 17. "Personal and advertising injury''means injury, including consequential "bodily injury'', arising out ofone ormore cf the following offenses: o. False arrest, detention or imprisonment" b, Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person 000upiea, committed by or on behalf of its owner, landlord orlessor; d. Ore|, written or e|eoinznio publication of material that slanders or libels e person or organization or disparages e person's or organization's goods, products orservices; e. One|, m/hKen or electronic publication of meiehe| that violates e person's right of privacy-, f. Copying, in your ^adverhsemeMt", a person's or organization's "advertising idea^orstyle of^adveMUsement"; g. Infringement ofcopyright, s|ogan, or title of any literary or aMUsdn vvorh, in your ^adveMUsement^; or h. Discrimination or humiliation that results in injury to the feelings or reputation of e natural person. 10. "Pollutants" means any solid, ||qu|d, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned orreclaimed. 19,"Prod ucts-nompleAadoperations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of ~your produot" or "your work" except (1) Products that are adU 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 oaUa for work at more than one job site. (c) When that part ofthe work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correcUon, repair or replacement, but which is otherwise comp|ete, 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 aeUing, 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 condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or un|oading^ of that vehicle by any insured-, or (2) The existence of hzos, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a, Physical injury to tangible property, including all resulting |oaa of use of that property. All such |oaa 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 |oaa of use shall be deemed to occur at the time of ^000urrenoe^ that caused it. As used in this definition, "electronic data" is not tangible property. 211� "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to vvh|oh this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to vvh|oh the insured must submit or does submit with our oonaantor lb� 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 hoyou tosubstitute fora permanent ^emp|oyee^ on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. |anot your "employee^; Form SSUUUOU4U6 Page 23 of 24 �� Q L 1� b.. Donates his or her work-, c. Acts at the direction of and within the scope ofduties determined byyou�and d. Is not paid o fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods cxproducts, other than real property, manufactured, sold, handled, distributed ordisposed ofby: (a) You: (b) Others trading under your name-, or (c) A person or organization whose business or assets you have acquired-, and (2) Containers (other than vehides), mateha|s, parts or equipment furnished in connection with such goods orproducts, b. Includes: (1) Warranties orrepresentations made at any time with respect to the Mtness, qua|ity, durability, performance oruse of "your product"; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c, Does not include wending machines or other property rented to or located for the use ofothers but not sold. 25."Your wmrk'': o. uxaona: (1) Work or operations performed by you oronyour behalf, and (2) yNahaha|s, parts or equipment furnished inconnection with such work or operations. b, Includes: (1) Warranties orrepresentations made mt any time with respect to the fitness, qum|ih/, dunobi|ih/, performance oruse of"your wo�",-and (2) The providing of or failure to provide SS 00 08 04 05 L:f�T,'>;�I 1 _ CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, s�►CORO" CERTIFICATE OF LIABILITY INSURANCE DATE 101311/2018/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 703-385-7200 Business Benefits Group 4023 Chain Bridge Rd Fairfax, VA 22030 Brock Reynolds CONTACT Certificates Team PHONE 703-385-7200 F^X 703-766-0202 (AIC, No, Ext): A/C, No): E-MAIE : cert' icates g ro er.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Hartford Casualty Insurance Co 29424 INSURED Hassett Willis &AssociatesLLC T/A Hassett Willis & Company 1100 New York Ave NW #2504 INSURER B: Beazley Ins. CO INSURER C Hartford Fire Insurance Co 19682 D Washington, DC 20005INSURER INSURER E: 42SBAIG6094 INSURER F; 04/11/2019 rnvcowr-cc CPPTIGIreTF MIIMRFR- REVISION NUMBER: V THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE DDL Map- UBR M POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 11000'000 PREMISES (E, coyourto) DAMAGE TO RENTEDnV210001000 CLAIMS -MADE [X OCCUR y 42SBAIG6094 04/11/2018 04/11/2019 MED EXP (Any one arson PERSONAL &ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER: JELPT LOC GENERAL AGGREGATEPOLICY PRODUCTS-COMPIOP AGGOTHERACOMBINED LIABILITY SINGLE LIMITAUTOMOBILE E id �en BODILY INJURY Per erson ANY AUTO y 42SBAIG6094 04111/2018 04/11/2019 BODILY INJURY Per accident $ OWNED TOS ONLY AUTOSULED E .OW X AUTOS ONLY X AUOTOS ONL� PeFacQtl m AMAGE $ A UMBRELLA LIABX OCCUR EACH OCCURRENCE $ 2'000'000 AGGREGATE $ EXCESS LIAB CLAIMS -MADE 42SBAIG6094 04/11/2018 04111/2019 DED X RETENTION$ 10000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICEPoMEMBEREACTNER)E ECUTIVE V/R (Mandatory in NH) � NIA 42WECCQ6606 04/11/2018 0411112019 X I PTgT OTH- ER 1,000,000 E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYE $ 1'000'000 1,000,000 E.L. DISEASE -POLICY LIMIT 0 yes, describe under DESCRIPTION OF OPERATIONS below C Crime 42BDDGP5459 01/01/2018 01/01/2021 Limit 500,000 B Prof. Liability V1566D170401 04/23/2018 04/23/2019 E&O 1,0003000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder, its officers, agents, and em loyees are named as Additional Insured in regards to General Liability per attached SS0008 04/05 City of Santa Ana ATTN: Purchasing Department 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) (01988-200 AUUKU OVKrUIXA 1 IUN. AU ngnrs reserveo. The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Otherinsurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" s caused by an "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory"; AND ADVERTISING INJURY) (b) The "bodily injury" or "property Insuring Agreement damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1. of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension - Supplementary Payments. authorized by you to give or receive notice of an "occurrence" or claim: b. This insurance applies: (1) Reports all, or any part, of the "bodily (1) To "bodily injury" and "property injury" or "property damage" to us or damage" only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 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 damage"; 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 b such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the 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 "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) 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 pay any prejudgment interest based on (3) Because of your operations; 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 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract" Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same "insured contract"; and necessary litigation expenses as Supplementary Payments ends when: (4) The allegations in the "suit" and the information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6) above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This "bodily investigation, sett settlement or exclusion does not apply to "property defense of the "suit) injury" or damage" resulting from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with 1 "Bodilyinjury""property a or () p pe damage"; ' respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage" or (ii) Conduct and control the "personal and advertising injury" that defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that parry's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of(1)above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "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 (ii) Any person or organization for fire"; "hostile "; 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 indirectly or any any contractors or subcontractors behalf are performing f working directly or indirectly on opera operations the operations are to operations any insured's behalf are n remove, test for, monitor, clean performing operations if the r n 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 by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (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 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes L War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others "occurrence" (2) Warlike action by a military force, by that insured, if the which "bodily "property including action in hindering or caused the injury" or defending against an actual or damage" involved the ownership, expected attack, by any government, maintenance, use or entrustment to others of "auto" sovereign or other authority using any aircraft, or watercraft that is military personnel or other agents; or owned or operated by or rented or loaned to any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or 1 A watercraft while ashore on remises () p defending against any of these. you own or rent; J. Professional Services (2) A watercraft you do not own that is: 'Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical hearing aid services including the prescribing, preparation, th "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (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) Premises you sell, 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". I. 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 loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. 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, another's 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. (5) 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" (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on your web site; (7) Arising out of any violation of any 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 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard" (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in 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 e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured, except "volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of your business, or your "employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by you or while performing duties related to To a person, whether or not an the conduct of your business. "employee" of any insured, if benefits for the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability company), or to a co -"employee" f. Products -Completed Operations Hazard while in the course of his or her Included with the "products -completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co - insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business. damages because of the injury described in Paragraphs (1)(a) or c. A limited liability company, you are an (b) above; or insured. Your members are also insureds, but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned, 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. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of 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 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. 5. 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. 6. 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 Form SS 00 08 04 05 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; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed 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 additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or 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 y out of "your products" which are distributed acting n its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) 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 This insurance does not apply to: course of business, in 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 of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, 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 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any 'occurrence' which takes place after you cease to lease that land or be a tenant in that BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury", "property damage' or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage' included within the "products - completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for 'bodily injury", organization. 'property damage' or 'personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for 'bodily the acts or omissions of those acting injury", 'property damage' or 'personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", 'property damage' or coverage for 'bodily injury" or "personal and advertising injury" 'property damage' included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, 'Bodily injury", 'property damage' or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "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. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. 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. Page'14'of 24 Form SS 00 06 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses mit set forth in Paragraph 3, above. (3) Cooperate with us in the investigation, settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that are notified soon as However, this provision does not apply to practicabllee of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (i) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The 5 () Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. ;''form W 08 08 04 05 ,} Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury' liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 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 b. 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 Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (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. Otherinsurance 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. (5) 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 Eieoltsion k. of Section A. — Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self - added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non -Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will W recovery against any person or have no du under this Coverage Part to �' g organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. 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. 6. 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 05 Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured —Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor 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 that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, tesfing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing .as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest 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 — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. r Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. - Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured - Owners, Lessees Or is available to an additional insured is described in Contractors - Scheduled Person Or the Other Insurance Condition in Section E. - Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured - Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (5) Newspaper; (2) In connection with "your work' b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products -completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury" arising out of the rendering of, or the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement'. services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi -trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured - Co -Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured - Co - Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Rabe 20 of 24 = i 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-ROMS, 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. 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 indemnifies 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 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 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 onejob 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) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Yourwork": 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. Page�24 bf 24 1 Form SS 00 OF 04 05