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SCI CONSULTING GROUP - 2017
CONSULTANT AGREEMENT BETWEEN SCI CONSULTING GROUP AND "T"ITE CI'T'Y OF SANTA ANA THIS AGREEMENT is made and entered into this 1st day of September, 2017 by and between SCF Consulting Group, ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing general guidelines for public agencies to implement, regulate and tax cannabis. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. in undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its held and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that are set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services Jbr City, the rates and charges identified in Exhibit A. The total amount to be expended under this Agreement shall riot exceed $21,500 during the term of the Agreement, including any extension periods exercised under Section 3. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need clot be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue for one year with the option for the City to grant up to a one: year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 1.5, below. WORANCE ON ALE WORK MAY PROMED . UNI (L INSURANC . E tP1RE5 f3LERK OF G N 1L GATE: ,F ? 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the processional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. 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 Consultant under this Agreement ("Documents & Data"). Consultant 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. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant 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. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance 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 Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less thrm 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) inane the City, its officers, employees, agents, 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 provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work Linder this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved 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. Consultant shall supply City with a fully executed additional insured endorsement. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, 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 negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its 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 Consultant 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 die terms of, or effects arising from this Agreement. City ,may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. A. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indermnifythe City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred 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 Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant 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 Consultant under this Agreement. 10. CONF+IDENTIALITY - If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; ('b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11, CONFLICT OF INTEREST CLAUSE Consultant covenants that it ,presently has no interests and shall not l uve interests, direct or indirect, which would conflict in any manner with performance of services specified render this Agreement. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVTI'Y AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and. all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant 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 is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work produet(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of 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 or 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. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, perfonnance, 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 firrther 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. 18. PROFESSIONAL LICENSES Consultant 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, Consultant 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. 19, 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 fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. 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 cormnunication 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. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Planning and Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-5897 To Consultant: SCT Consulting Group Attn: John Bliss, P.E., President 4745 Mangels Blvd. Fairfield, CA 94534 Fax: 707-430-4319 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 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. I£ 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 beenn 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. --signature page to follow-- IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Ituizar1 4/1416 - Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: CANDIDA NEAL - Interim Executive Director Planning and Building Agency CITY OF SANTA ANA y,,SS.��thia J. Kurtz Irherim City Manager SCI CONSULTING GROUP: Joh VW. Bliss, President EXHIBIT A SCOPE OF SERVICES 10�_ _. S:"lConsultingCroup Public Finance Consulting Services September 1, 2017 Submitted via e-mail. apezeshkC1aar@santa-ana.org All Pezeshkpour, AICP City of Santa Ana Planning and Building Agency, M20 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Dear All: SCIConsultingGroup ("SCI") is pleased to submit this proposal for cannabis -related consulting services to the City of Santa Ana ("City"). While the Medical Cannabis Regulation and Safety Act, Proposition 64 and Senate Bill 94 provide general guidelines for public agencies to implement, regulate and tax cannabis, additional local regulations and implementation advice are often critical for public agencies to ensure a successful and safe local cannabis industry. INTRODUCTION We understand the City currently regulates medicinal commercial cannabis activity and is considering also regulating non -medicinal, adult use cannabis. We also understand the City would like the implementation of non -medicinal commercial cannabis activity to be consistent with state law, the City's existing medicinal ordinance and Measure BB from November of 2014. To assist the City of Santa Ana with the successful implementation of non -medicinal commercial cannabis activity, and based upon our recent telephone conversation with City staff, SCI proposes to assist the City with the development of a regulatory ordinance. Primary tasks Included In this proposal 1. Development of a medicinal/non-medicinal health & safety and land use regulatory ordinance including an in -lieu tax collection agreement 1. Tax Measure Consulting 2. Monitoring and Compliance Our firm is uniquely qualified to provide the requested cannabis -related professional services. SCI provides cannabis -related advice and consulting to a variety of public agencies in California regarding community support analysis, health and safety regulations, fee studies, taxation, implementation, monitoring and compliance, and community outreach. A complete client list is included within this proposal SCI has conducted comprehensive cannabis -related webinars, workshops and training specifically for public officials in California. See www.sci-cq.com/webinars-past.phy, and scroll down to watch any of our four cannabis -related webinars: a REVENUE AND REGULATION: A MARIJUANA PRIMER FOR PUBLIC AGENCIES IN CALIFORNIA d CUTTING THROUGH THE HAZE: CREATING EFFECTIVE LOCAL AGENCY MARIJUANA POLICY IN CALIFORNIA STATE OFTHE STATE: CALIFORNIA AND MARIJUANA -STRATEGIES ANDOPPORTUNITIES TO INTEGRATE CANNABIS REGULATIONS AND TAXES Page 2 THE NEW MARUUANA FRONTIER IN CALIFORNIA -PREPARING FOR PROPOSITION 64 ANOTHE MCRSA AND THEIR EFFECT ON CITIES AND COUNTIES Although we have no financial relationship with any! nclustryparticipants, SCI developed and maintains a network of relationships with government agencies and cannabis -related industry leaders, including attorneys, testing laboratories, cultivators, nursery owners, and retailers. SCI maintains these relationships and continually upgrades our knowledge base so we can provide expertise on the elements of the cannabis industry: retail operations, cultivation, manufacturing, delivery, monitoring and compliance, legal issues, ordinance development, and State regulations. SCI staff trained at the nation's premier cannabis educational entity, Oaksterdam University in Oakland, and investigated and gathered lessons learned and best practices regarding cannabis operations in Colorado, Michigan, Oregon, Washington, and British Columbia. Our new business comes almost entirely from word-of-mouth referrals. We encourage you to contact our clients who can attest to the level of service we provide, the long-term relationships we have developed, the u n matched accuracy of our approach, our successful experience with funding measures, and our industry-leading track record of winning ballot measures, and with creating other sustainable new or increased sources of funding. SCOPE OF WORK Task 1 - Cannabis Ordinance Development and in -lieu Tax Collection Agreement Drafting a cannabis health & safety and land use regulatory ordinance, orordinances, is one of the most important tasks in the implementation process. After we work with City staff to understand the goals and priorities of local non -medicinal cannabis policies, we will review the City's existing medicinal ordinance, Measure BB text, other relevant and supporting documents, as well as develop the draft non -medicinal ordinance including the draft in -lieu tax collection agreement document. In addition to establishing land use and operating criteria, the regulations must ensure compliance with all State regulations, reflect local preferences, be flexible enough to adapt to the dynamic aspects of this unique industry, and lay the foundation for monitoring and compliance activities so that appropriate regulatory fees can be calculated. We include input from City staff to help determine where the City's best fit is on a continuum ranging from minimal to significant local control of the industry. We will consider the political nature of local governance and the City's desire to create jobs and revenue for its citizens. We will use our established matrix of over 55 cannabis -related attributes to ensure completeness and highlight all areas that need expansion and/or reconsideration. We will include the best practices from other similar cannabis ordinances, as well as emerging or anticipated industry changes in the draft of the City's ordinance. Our work will be carefully documented with specific reference to the appropriate code or reason for a change. Wewill carefully research our workto be compliantwith all local and State laws and regulations, but the final ordinances should be reviewed by the City's legal counsel prior to implementation. We will help shepherd theordinance through the approval process. Our budget includes the development and support of cannabis -related ordinances through approval PROJECT TEAM NEIL HALL, SENIOR CANNABIS CONSULTANT Neil Hall brings over40years of intensive interaction with public agencies and communities throughout California. He is a recognized leader in municipal cannabis policy in California. As Owner and President of the Fairfield Research Group from 1995 to 2014, Mr. Hall conducted over 150 focus groups, and Page 3 attitude and satisfaction surveys for various communities, political candidates, and public agencies in Solano County. Mr. Hall earned a Bachelor of Arts degree in Business Management and an M.B.A. from St. Mary's College. JOHN BLISS, M.6NG., P.E., PRESIDENT AND FEE ENGINEER John Bliss, a professional engineer and President of SCI, specializes in special tax consulting, assessment engineering, special and general benefit analysis, crafting legally compliant, robust Engineer's Reports, assessment administration, cost estimating and budgeting, database design and implementation, regulatory compliance, and revenue measure formations. He has 15 years of experience in this field of expertise. Mr. Bliss graduated from Brown University with a Bachelor of Science Degree in Engineering, and holds a Master's Degree in Civil Engineering from The University of California, Berkeley, where he was a Regent's Scholar. He is a licensed professional Civil Engineer in the State of California and is a LEED accredited professional. Kyle Tankard, Cannabis Consultant Kyle Tankard contributes experience in local funding measure formations, feasibility and financial analysis services for public, private and non-profit sector organizations. His expertise extends to include public opinion research projects and media and community educational outreach. Most recently, he has participated in a series of webinars and workshops aimed at establishing an industry standard for taxation, health and safety regulations, as well as monitoring and compliance of cannabis In California. Mr. Tankard graduated from the University of California, Santa Cruz with a Bachelor of Arts in Environmental Studies with an emphasis on geographic information systems (GIS). SIMILAR PROJECTS AND CLIENTS City of Avalon Cannabis Services: Implementation Planning; City Council Workshop Status„ Complete Contact: Scott Campbell, Contract Attorney to the City Scott.camnbeil@bbklaw.com� (310) 510-2125 City off Coalinoa Cannabis Services: Implementation Planning; Community Outreach and Stakeholder Engagement; Ordinance Review; Regulatory Fees; Monitoring and Compliance Status: Ongoing Contact: Sean Brewer, Community Development Director sbrewer@coalin a.com; (559) 935-1533, ext. 124 CCS of Davis Cannabis Services: Implementation Planning; Stakeholder Engagement; Ordinance development and Review; Status: Complete Contact: Ashley Feeney, Assistant Director Community Development & Sustainability afeene @cit ofdavis.or • (530) 757-5654 City of Encinitas Cannabis Services: Community Outreach and Stakeholder Engagement; Ordinance Development and Review Status: Ongoing Contact: Glenn Sabine, City Attorney s b e@ cinita ca. o (760) 633-2672 Page 4 City of —La -Mesa Cannabis Services: Ordinance Development and Review; Application Process Status: Ongoing Contact: Carol Dick, Director of Community Development click@ci.la-mesa.ca,us; (619) 667-1187 CIV -9f Merced Cannabis Services: Implementation Planning; Community Outreach and Stakeholder Engagement; Ordinance Development and Review; Application Process; Fees and Implementation; Regulatory Fees Status: Beginning phase Contact: Kim Espinoza, Planning Manager g5p!ngsak@cityofmerced.org (209) 385-6858 Ci$yr of San Carlos Cannabis Services: Implementation Planning; Community Outreach and Stakeholder Engagement; Ordinance Development and Review; Application Process; Fees and Implementation; Regulatory Fees Status: Beginning phase Contact: Nell Selander, Economic Development & Housing Manager N qL; d, re@&ilyoLsancarlos.ora-(650)802-4257 it o Shasta Lake Cannabis Services: Implementation Planning; Community Outreach and Stakeholder Engagement; Ordinance Development and Review; Application Process and Fees; Regulatory Fees; Tax Measure Status Ongoing Contact: John Duckett, City Manager iduckett@ci(yofshastalake.org; (530) 275-7427 City of Valleio Cannabis Services: Ordinance development and Review Status: Ongoing Contact: Joanna Altman, Assistant to City Manager Joanna.aitman@cityofvallejo.net; (707) 648-4362 CCS of Woodlake Cannabis Services: Ordinance Development and Review; Application Process and Fees; Regulatory Fees; Monitoring and Compliance Status: Beginning phase Contact: Jason Waters, Community Development Director jwaters@ci.woodlake,ca.us; (559) 564-8055 City of Vreka Cannabis Services: Implementation Planning; Community Outreach and Stakeholder Engagement; Ordinance Development and Review; Application Process and Fees; Regulatory Fees; Tax Measure Status: Beginning phase Contact: Brian Bowles, Police Chief bbowles@yrgkaod.org;(530)841-2300 Page 5 COIIntV QtAlameda Cannabis Services: Application Process and Regulatory Fees Status: Beginning phase Contact: Elizabeth McElligott, Assistant Planning Director Eliza ellig@acaov.ora; (5 10) 670-5400 County of San Luis Obispo Cannabis Services: Implementation Planning; Community Outreach and Stakeholder Engagement; Ordinance Development and Review; Application Process and Fees; Status: Ongoing Contact: Guy Savage, Assistant County Administrative Officer sa avaoe@co.slo ca us, (805) 781-5071 Cau,,.,,_nty of_Tuolumne Cannabis Services Implementation Planning; Community Outreach and Stakeholder Engagement Status: Ongoing Contact: Daniel Van Essen, Assistant Planning Director dUMeLSen@co tuoumne.ca.us. (209) 533-5612 We have worked extensively throughout Orange County, and currently provide, or have provided, engineering and consulting services other than cannabis to numerous public agencies, including: • City of Orange Capistrano Unifled School District • City of Placentia Orange County Mosquito & Vector Control • City of Santa Ana-Stormwater Management CAL FIRE Funding Project (contact Tyrone Chesanek, (714) 647.5045) Please let us if you would like to speak with any of our clients directly, and we will provide contact information. OTHER INFORMATION EMPLOYMENT POLICIES SCI does notand shall not discriminate against any employee in thework place or against any applicant for such employment or against any other person because of race, religion, sex, color, national origin, handicap, or age or any other arbitrary basis. SCI Consulting Group insures compliance with all civil rights laws and other related statutes. CONFLICT OF INTEREST STATEMENTS SCI has no known past, ongoing or potential conflicts of interest for working with the City, performing the Scope of Work or any other service for this Project. INSURANCE SCI carries professional Errors and Omissions insurance in the amount of $2 million per occurrence and $2 million aggregate. SCI also carries general liability insurance in the amount of $2 million per occurrence and $4 million aggregate. INDEPENDENT CONTRACTOR If selected, SCI shall perform all services included in this proposal as an independent contractor. Page 6 SCOPE OF WORK In the event the City elects to request optional, additive scope of work, SCI will work with the City to negotiate compensation for these additional tasks, and execute an Addendum to the agreement for these additional services. RESPONSIBILITIES OF CITY SCI will make every effort to minimize the workload on the City, but may need assistance, iteratively, with project overview and history, scheduling and budgeting. COORDINATION WITH CITY SCI will coordinate services with City staff through frequent and concise communications including face-to-face meetings, telephone calls and e-mail, RESCHEDULE In consideration for the work accomplished, as outlined in this proposal, SCI shall be compensated as detailed below: 1, Ordinance Development Services as described in the Scope of Work shall be billed upon an hourly basis, at the rates listed below. Total compensation for the work performed shall be a minimum of $9,000 which Includes the initial 22 hours of consulting work. (Draft Ordinance is due to the City by September 22, 2017) • Total compensation shall not exceed $21,850 without permission from the City. For any additional billing beyond the initial 22 hours, the hourly rates are. SCI Staff Hourl R� ates John Bliss, President, Fee Engineer $ 245 Neil Hall, Senior Cannabis Consultant $ 275 Kyle Tankard, Cannabis Consultant $175 Support Staff $ 65 Incidental costs incurred by SCI for the purchase o€property data, maps, travel and other out-of-pocket expenses will be reimbursed at actual cost with the total not to exceed $2,500 without prior authorization from the City. The scope of services includes one on-site meeting, Any additional meetings, if required, shall be billed at the rate of $1,100 per person, per meeting. We look forward to this opportunity in assisting the City of Santa Ana with this important project and stand ready to proceed. If you have any questions or require additional information, please do not hesitate to contact me. I can be reached at (707) 430-4300 or via email at iehn.bliss@sci-cg com. Sincerely, John Bliss, P.E., President '4CbRb' CERTIFICATE OF LIABILITY INSURANCE 11.1 DATE(MMIDDIYYYY) 1 9/7/2017 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(les) 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 Arthur J. Gallagher & Co. Insurance Brokers of CA. Inc, LIC # 0726293 3697 Mt. Diablo Blvd, Suite 300 CONTACT NAME: PHDNE . 925-299-1112 FAXAID .925-299-0328 E-MAIL INSURERS AFFORDING COVERAGE NAIC 0 Lafayette CA 94549 INSURER A: Sentinel Insurance Company Ltd 11000 4/20/2017 INSURED SCICONS-01 INSURERB:Gemini Insurance Company 10833 INSURERC:Markel Insurance Company 38970 SCI Consulting Group Consequence Properties 4745 1Boulevard - INSURER D: Fairfield CA 94534-4319 INSURER E: MED EXP (Any one person) $10,000 INSURER F: COVERAGES CERTIFICATE NUMBER: 107064960 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR LTR rypE OF INSURANCE DD INSD 5 WVD POLICY NUMBER POLICY EFF (MMflDDP`YYYI POLICY EXP MMIODIYVVV LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 57SBARH8313 4/20/2017 4/20/2018 EACH OCCURRENCE $2,000,000 CMS -MADE OCCUR LAI DAMAGETORENTED PREMISES RENTrrence $1,000,000 MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $2,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 GEN'L X _ POLICY � JECT PRO- LOC PRODUCTS - COMPIOP AGO $4,000,000 $ OTHER: A AUTOMOBILE LIABILITY 57SBARH8313 4/20/2017 4/20/2018 COMBINED SIN,LE IMT _T1 2 a ,000,000 _ BODILY INJURY (Per person) $ ANY AUTO OWNED AUTOS ONLY SCHOS EDULED AUT BODILY INJURY (Per accident) $ X HIRED AUTOS ONLY X AUTOS ONLY PROPERTY DAMAGE $ Per accident AJUMBRELLA LIAB X OCCUR 57SBARH8313 4/20/2017 4/20/2018 EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY VIN y MW0000353307 4/20/2017 4/20/2018 PER OTH- X STATUTE ER ANYCER/MEETOR/PARTNDED? CUTIVE 171 OFFICER/MEMBER BER E%CLUDE09 Y NIA E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (MandatoryNH) fy6s,din If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE. POLICY LIMIT $1,000,000 B Service& Technical Professional VCPL064897 12/17/2016 12/17/2017 Each Claim $2,000,000 Liability- Claims Made Aggregate $2,000,000 Retroactive Date: 12/17/1998 Deductible $25,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Excess Liability coverage is in excess of General Liability and Auto Liability Only The City of Santa Ana, its officers, employees, agents Volunteers and representatives are included as additional insured per policy form SS0008 0405 attached, but only with respect to liability arising out of the activities of the named insured. Waiver of Subrogation applies per form SS0008 04 05 attached. Primary Wording applies per form SS0008 04 05 attached. Waiver of Subrogation for Workers Compensation applies per form MWC1400 0510 attached. 30 Days Notice of Cancellation, except 10 days for non-payment. See Attached... CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City Of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza (M-30) ACCORDANCE WITH THE POLICY PROVISIONS. P.O. Box 1988 Santa Ana CA 92702-1988 AUTHORIZED REPRESENTATIVE z Y USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: SCICONS-01 LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Arthur J. Gallagher & Co. SCI Consulting Group Consequence Properties 4745 Mangels Boulevard POLICY NUMBER Fairfield CA 94534-4319 CARRIER NAIC CODE EFFECTIVE DATE: AUUI I IUNAL KCMAKKA" THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The above additional insured and waiver of subrogation endorsements are only valid if required in a written contract. Project: Clean Stormwater Rate Study and Proposition 218 process This Certificate Supersedes the Certificate dated 7/19/2017 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD WORKERS COMPENSATION AND ]EMPLOYERS LIABILITY INSURANCE POLICY NAVC 1400 0510 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNLA, We have thezight to recover ourpaymonts from anyone liable for an injury covered by this policy. We will not enforce ourright against any person or organization named in the Schedule. (This agreement applies only be the extent fina you perform work under a written contract that requires you to obtain this agreement from us.) You trust maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SdIrsdule 1, Blanket Waiver Any person or organ vertion for whom the Named Insured has agreed by written contract to furnish this waher. Z. Premium! The additional premium charge for this endorgenicritshatl be 3 percent of the California Workers' Compensation pre-midrn otherwise due subject to a athurnum premium of $750 per policy. This andorsoment changes the policy to which it is attached and is effective on the date issued unless otherwise stated, (Tho Information below Is required only when this..endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective 04/20=17 Policy No. MVVC0003633-07 Endorsement No. Insured: $01 CONSULTING GROUP (A CORP) Premium (See Attached) Insurance Company: Market Insurance Company Countersigned by WWO44MOSID Modes CopyPshied Mateolsl Of N a fionQ councs on C onoens alon In NPoomWILh its permission Cop"M IM Nabonal courul on Cornponsoton Imrmnuo. 20 of" BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 0 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 "cur" 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: (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. C. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 U 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. will pay, with respect any claim or physician, dentist, nurse, emergency "susu it" investigate or settle, or any "salt" medical technician or paramedic shall , againstt an 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 We do not have to furnish together with all related acts or thesehese 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 awn 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 lime 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 (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. 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 "suit" Supplementary Payments ends when: (4) The allegations in the 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. and agree that we can assign the Applicable To Business Liability Coverage 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 investigation, settlement or exclusion does not apply to "bodily defense of the "suit"; injury" or "property damage" resulting from the use of reasonable force to (it) 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 "Bodily injury" ry or"property damage"; or 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 party'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. e. 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 underthe 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". Ill 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, sle 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 (1) Any insured; or damage" arising out of heat, (it) Any person or organization for smoke or fumes from a "hostile wham 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 connection with such operations the effects of, "pollutants". 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 "Bodily injury' or "property damage' arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (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 riot apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (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. 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 farce, 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; Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (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, damage" (other than damage by fire) to preparation, fitting,demcnstration 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 Damage To (a) Body piercing (not including ear Premises Rented To You as described in piercing); Section D. - Limits Of Insurance. (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not "your to the insertion of pigments into or apply the premises are work) and under the skin; and were never occupied, rented or held for 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 (11) 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 damage." arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically injured, arising out of: which you or any contractors or 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 riot 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 (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing ortelecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by oral the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use "advertising {11 ) Arising out of the violation of a another's idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, products or services to conform with However, this exclusion does not any statement of quality or apply to liability for damages that the performance made in your insured would have in the absence of "advertisement"; such state or federal act; (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 (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site; or a trademark, trade name, service (ll) The presentation orfunctionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form 33 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". 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. 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 a. Any Insured their duties as trustees. 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 c. Injury On Normally Occupied Premises your business, or your "employees", other "executive than either your 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 a person, whether or not an you or while performing duties related to "e "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for ordisability 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 f. Products -Completed Operations Hazard company), or to a co-"employee" 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 respectto the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or 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 41 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company), organization, b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co -"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co -"employee" of the Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and 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 However, no such person or organization is an at the vendor's premises in 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 Any persons) or organization(s) (referred to damage" arising out of the sole negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the 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 "properly 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 riot 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 contractor 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 "property injury", 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 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has Issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that 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 0. — 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 anyone 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 Pari 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 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 (3) Cooperate in the investigation, limit set forth in Paragraph 3. above. with us 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 in the any remaining period of less than 12 months, starting our request, with the beginning of the policy period shown in the enforcement of any right against any Declarations, unless the policy period is extended person or organization that may be after issuance for an additional period of less than 12 liable to the insured because of injury months. In that case, the additional period will be or damage to which this insurance deemed part of the last preceding period for purposes may also apply. of determining the Limits of Insurance. Obligations At The Insured's Own Cosi d. Dbli g E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume 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 apply to you or to (3) The nature and location of any injury rb.e 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 (2) Notify us as soon as practicable, (4) Any "executive officer" or insurance manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (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 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) omplete;(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 Exclusion k. of Section A. — 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. 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. Underthis 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. Form SS 00 08 04 05 Page 17 of 24 F. OPTIONAL ADDITIONAL INSURED COVERAGES |flisted orshown aoapplicable |nthe Declarations, one or more ofthe following Optional Additional Insured Coverages also apply, When any of these U[diuna| Additional Insured Coverages apply, Paragraph *. (Additional Insureds When Required byWritten Contract, Written Agreement nrPermit) ofSection C..Who |uAnInsured, does not apply to the person o, organization shown in the Declarations. These coverages are subject 1othe terms and conditions applicable toBusiness Liability Coverage inthis policy, except as provided below: 1Additional Insured ~DeaignmVed Person Or Q,gun|zmt|oo WHO IS AN INSURED under Section C. is amended to include as an additional insured the pernnn(x)nrorganizaiion(m)shown inthe Declarations, but only with respect to liability for "bodily injury"."property damage" or "personal and advertising injury" caused, in whole o,inpart, Uyyour acts nromissions ur the acts uromissions ofthose acting mnyour behalf: m. In the performance o/ your ongoing operations; or b, In connection with your premises owned byorrented to you. 2. Additional Insured ^ Managers OrLessors Of Premises a, WHO IS ANINSURED under Section Cis amended toinclude ayanadditional hSmned the peoun(y)nrorgenizsNon(w) shown inthe Declarations as an Additional Insured - Designated Person Or Organization; but only with respect tuliability arising out ufthe ownership, maintenance nruse nfthat part n( the premises leased k/you and shown inthe Deu|omduos. b With respect to the insurance afforded to these additional insureds, the following additional oxx|uvi000apply: This insurance does not apply to: (1)Any "ucournenun°which takes place after you cease inbnetenant inthat premises, or (2) Structural o||ora1innn` now construction ordemolition operations performed by or on behalf of such person nrorganization, 3. Additional Insured ^ Grantor c)f Franchise WHO IS AN INSURED under Section C. is amended <oinclude ananadditional insured the pomon(o)ororganizaUno(n)shown inthe Dwv|mud|nnn as an Additional |"aunad ' Grantor OfFranchise, but only with respect 10 their liability osgrantor nffranchise ivyou. & Additional Insured ^ Lessor Of Leased Equipment & WHO |D/\NINSURED under Section C.in amended 1uinclude moanadditional insured the pnmnn(m)orurgan|za8on(e) shown inthe Declarations aoanAdditional Insured — Lessor nfLeased Equipment, but only with respect tnliability for "bodily inju/y"."property damage" v,"personal and advertising injury" caused, \nwhole or inpart, byyour maintenance, operation or use ofequipment leased tnyou bysuch pmmun(a)nruq]aniza1inn(a) h` With respect tothe insurance afforded 1u these additional insureds, this insurance does not apply toany "urcurrencw"which takes place after you cease \nlease that equipment. 5. Additional Insured ' Owners or Other Interests From Whom Land Has Been Leased u WHO |SANINSURED under Section C. is amended to include as on additional insured the pomon(o)ororgan|za\ion(n) shown inthe Declarations aoanAdditional Insured — Owners OrOther Interests From Whom Land Has Been Leased, but only with respect tuliability arising out ofthe ownership, maintenance nruse nf that part u/the land leased tuyou and shown inthe Declarations. b.With respect 10the insurance afforded ho 1ho*o additional innurodu, the following additional exclusions apply: This insurance does not apply to (1)Any '000urrenco"that takes place after you cease tolease that land; or (2) Structural alterations, new construction or demolition operations performed bynrunbehalf nfsuch person ororganization. 6. Additional Insured ' State mrPolitical Subdivision —Permits m. WHO |5ANINSURED under Section o.io amended to include as an additional insured the state orpolitical subdivision shown inthe Declarations 0000Additional Page 18 of 24 Form SS 00 08 G4 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after (2) "Bodily injury" or "property damage" been or sale by you, have been laheled lelct included in the "product -completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured — Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing 'b. as the vendor has agreed to The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured —Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; 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) Radia; 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 hazard". a. The design, printed material, information 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 damage" or "personal an advertising b, An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. 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 14. 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 anytime. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-RCMS, 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 10 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 riot 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 one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any Insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a, Physical injury to tangible property, Including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged, "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Form 55 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM I Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05