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HomeMy WebLinkAboutSELECTRON TECHNOLOGIES, INC. (2)INSURANCE NOT ON FILE WORK MAY NOT PROCEED CLERK OF COUNCIL DATE: om 0 3 4U17 FIRST AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SANTA ANA AND SELECTRON TECHNOLOGIES, INC. A-2017-245 0" � 4'11' THIS FIRST AMENDMENT to the above -referenced agreement is entered into this 1st $4�A�0L� Yti day of November, 2017, by and between Selectron Technologies, Inc. ("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 Parties entered into Agreement A-2014-274, dated October 21, 2014, ("Agreement"), for Consultant to install, implement, and maintain an integrated voice response ("IVR") system for the City; B. The initial term of the Agreement was for two years, from November 1, 2014, through October 31, 2016, with an option or a one year renewal. C. On October 31, 2016, the City renewed the Agreement, extending the term through October 31, 2017. D. The Agreement Scope of Services includes implementation of Consultant's IVR solution in the City Attorney's Office, Municipal Utilities, and Dog Licenses units. The City Attorney's Office and Municipal Utilities solutions have been implemented and are live. The Dog License solution has not yet been implemented. E. The Compensation of the Agreement includes a not -to -exceed amount of $232,680.00, of which, $174,885.00 has been spent as of this First Amendment, leaving an available balance of $57,795.00. F. The Compensation of the Agreement includes an additional Contingency amount of $95,000.00, of which, $2,500.00 has been spent as of this First Amendment, leaving an available balance of $92,500.00. G. The Parties now wish to amend the Agreement to extend the term for continued implementation and maintenance, implement Speech Recognition, include additional funds, and amend certain other terms. THE PARTIES THEREFORE AGREE: 1. Section 1. SCOPE OF SERVICES, is amended as follows: a. The City may swap the implementation of Dog License for Business License Tax IVR application pack for like functionality and scope at no additional cost. Consultant will implement the Dog License or Business License IVR application pack on a mutually agreeable schedule during the extended term of this First Agreement. Iof8 b. Consultant will implement IVR Speech Recognition functionality as described in the Scope of Work, Speech Recognition, attached hereto as Exhibit A-1, during the extended term. Existing Contingency funds from Agreement will be used to pay for the Speech Recognition implementation. c. Contingency funds may be used for additional IVR services, functionality, software licenses, ports, and maintenance as well as to expand use to other departments, divisions, sections, or locations. Additional Scopes of Work or Change Requests for use of Contingency funds may be submitted by Consultant and approved by the City's Chief Technology Innovations Officer or his designee during the term. This amended term supersedes references to use of Contingency funds or Change Requests throughout the Agreement. 2. Section 3. COMPENSATION, is amended as follows: a. The compensation shall be increased in an amount not -to -exceed $108,851.00 during the extended term. b. The City agrees to pay, and Consultant agrees to accept as total payment for its services, $25,955.00, as identified in Exhibit A-1, for the implementation of Speech Recognition functionality using Contingency funds provided in Agreement. The payment schedule is specified in Exhibit A-1. c. The City may elect to continue to renew the PremierPro Support and Maintenance Agreement as part of Agreement for all or some of the IVR applications packs. City agrees to pay Consultant support and maintenance fees estimated in the Support and Maintenance Fee Schedule attached hereto as Exhibit B-1 for any PremierPro Support and Maintenance renewals. This Schedule is based on implementation timing assumptions for Speech Recognition and Dog License as well as the continued use of the City Attorney's Office application pack specified in Exhibit B-1. The actual fees billed for each maintenance period will be for the actual IVR application packs and features live, in use, and covered under PremierPro Support and Maintenance. Section 4. TERM, is amended to extend the term of the Agreement three (3) years and eight (8) months to June 30, 2021. 4. Exhibit A, Professional Services Agreement, Section 2. Hardware, is amended to state that the City will provide the server hardware to run Consultant's software. Consultant provided server hardware to City with the initial implementation of the City Attorney's Office TVR application pack, but, since then, the City has elected to implement its own servers and has returned Consultant -provided server hardware back to Consultant. Parties agree that there is no financial obligation to either party as a result of this change. This amended term supersedes all references to the source and ownership of Hardware throughout Agreement. 2of8 S. Exhibit D,.PremierPro Support and Maintenance Agreement, Section 2. Renewal, is amended to state that the maintennnce renewal cycle will be shifted to align with the City's fiscal year cycle of July 1 through June 30. This shift will begin in 2018 with a half year renewal billing for January 1, 2018, through June 30, 2018, Thereafter, renewals will resume as one (1) year terms. Exhibit I3-1 reflects this renewal cycle, G. Except as hereinabove modified, the terms and conditions of said Agreement remain unchanged and in full force ani effect. IN WITNESS WHEREOF, the panties hereto have executed this First Amendment to Agreement the (tate and year first above written. ATTEST: CI'T'Y OF SANTA ANA AV,A .7x 21 9 �v MARIA D. -TUIIAR NTkI4KUG Clerk of the Council Interim City Manager SONIA R, CARVALHO City Attorney Lisa Starck Assistant City Attorney RECOMMENDED FOR APPROVAL Jac..iulla Clsi Technology Innovations Officer SELECTRON TECHNOLOGIES, INC, Todd Johnston i - President 4. 3 of 8 Exhibit A-1 Scope of Work Speech Recognition 1. Speech Recognition Relay Application Pack Add -On Scope Relay enables a licensed agency to have a fully integrated, multi -channel customer service solution. All functionality is contingent on support of the data and business rules being available from the Application database. Relay applications include the following capabilities: Functionality: Speech Recognition capability in English & Spanish for City's current two (2) Application Packs (Relay Utility and Dog License) PBX/ACD Integration: No change to existing Analog Dialogic Media Gateway integration • Number of IVR Ports: 10 Total Ports (8 hibound & 2 Outbound) Speech Recognition is NOT included in the City Attorney application pack. 2. Pricing RELAY APPLICATION PACK ADD ONS PRODUCTION LICENSES 10 . Add On LumenVox Tier 2 Speech Recognition 0-9, yes/no, single word navigation (500 word grammar) $690 $6,900 10 Add On Speech Recognition Additional Language $138 $1,380 RELAY APPLICATION PACK ADD ONS SUBTOTAL $8,280 CONFIGURATION & CUSTOMIZATION SERVICES Base Configuration & Project Services 1 Standard Project Management, Requirements, Design, Included Included Quality Assurance, Installation, Documentation, Training Professional Services: Speech Recognition for Dog License $7,175 $7,175 Professional Services: Speech Recognition for Relay Utility $10,500 $10,500 Pack CONFIGURATION & CUSTOMIZATION SERVICES SUBTOTAL $17,675 TOTAL BASE RELAY INVESTMENT $25,955 MAINTENANCE ADJUSTMENT After Next Renewal* $5,191 *Current maintenance to be adjusted based on added functionality 4of8 Pricing does not include additional application integration charges that may be required as part of this solution. This includes Application Vendor API, user, or implementation fees, additional licensing fees, or other surcharges directly or indirectly charged by or remitted to the Application Vendor. Software will be delivered electronically. Sales Tax or any other applicable taxes will not be invoiced. The City will be responsible to remit any taxes to a taxing authority as applicable. 3. Payment Schedule Consultant will invoice the City for the Speech Recognition add-on on the following schedule. a. Licenses. 100% Invoiced upon Agreement Execution b. Services. 50% Invoiced upon delivery of product for User Acceptance Testing for each Application Pack 50% Invoiced upon Go -Live or delivery of product for User Acceptance Testing plus 45 Days, whichever comes first, for each Application Pack c. PremierPro Support and Maintenance Fees. PremierPro Support and maintenance fees will be invoiced upon Go Live or delivery of product for User Acceptance Testing plus 45 Days, whichever comes first, for each Application Pack or Add-on and will be prorated for the then -current PremierPro Support and Maintenance term. 4. Payment Terms Terms are Net 30. 5 of 8 EXHIBIT B-1 Support and Maintenance Fee Schedule 1. Support and Maintenance Fees Below is the estimated PremierPro Support and Maintenance Agreement fee schedule. This Schedule is based on the assumptions stated herein for implementation timing. The actual fees billed for each maintenance renewal period will be for the actual IVR application packs and features live, in use, and covered under PremierPro Support and Maintenance. Municipal Utility Services Item Dates covered Amount Payment Due Date Relay Utility January 1, 2018 to June 30, 2018 $7,692.00 December 15, 2017 Relay Utility July 1, 2018 to June 30, 2019 $18,475.00 June 15, 2018 Relay Utility July 1, 2019 to June 30, 2020 $19,395.00 June 15, 2019 Relay Utility July 1, 2020 to June 30, 2021 $20,365.00 June 15, 2020 Total $65,927.00 Dog License Item Dates covered Amount Payment Due Date Relay Dog License January 1, 2018 to June 30, 2018 $582.00 December 15, 2017 Relay Dog License July 1, 2018 to June 30, 2019 $5,410.00 June 15, 2018 Relay Dog License July 1, 2019 to June 30, 2020 $9,030.00 June 15, 2019 Relay Dog License July 1, 2020 to June 30, 2021 $9,480.00 June 15, 2020 Total $24,502.00 City Attorney's Office Item Dates covered Amount Payment Due Date Relay City Attorney January 1, 2018 to June 30, 2018 $2,522.00 December 15, 2017 Relay City Attorney July 1, 2018 to June 30, 2019 $5,045.00 June 15, 2018 Relay City Attorney July 1, 2019 to June 30, 2020 $5,295.00 June 15, 2019 Relay City Attorney July 1, 2020 to June 30, 2021 $5,560.00 June 15, 2020 Total $18,422.00 Total $108,851.00 2. Assumptions and Other Terms The estimated support and maintenance fee schedule above are based on the following assumptions. a. The initial six (6) month renewal period of January 1, 2018 -June 30, 2018, is to align the PremierPro Support and Maintenance term with the City's fiscal year cycle of July 1 through June 30. Thereafter, renewals will be one (1) year terms. 6of8 b. Speech Recognition: Go Live or delivery of product for User Acceptance Testing plus 45 days, whichever comes first, occurs in June 2018. c. Dog License application pack: Go Live or delivery of product for User Acceptance Testing plus 45 days, whichever comes first, occurs in December 2018. d. The amounts will be adjusted and prorated based upon the actual Go Live date or delivery of product for User Acceptance Testing plus 45 days, whichever comes first. e. Support and maintenance of all application packs are renewed. f. In the event the City Attorney's Office discontinues PremierPro Support and Maintenance, support and maintenance fees for its shared components, 46% of the support and maintenance fees for Relay City Attorney, will be reallocated proportionately to other application pack(s). g. Fee amounts in the schedule above for Renewal Terms are estimates, which may be increased or decreased. The future fee estimates do not include increases to reflect additional functionality purchased other than Speech Recognition. It. Future fee estimates for Renewal Terms are not a guarantee that Consultant will agree to automatic renewal of the PremierPro Support and Maintenance Agreement, and future fee estimates shall not affect Consultant's right to provide notice of non -renewal under Section 2 of the PremierPro Support and Maintenance Agreement. 3. PremierPro Support Covered Products and Licenses The following products and licenses are covered under the PremierPro Support and Maintenance Agreement. Municipal Utility Services Relay Utility Pack Interactive Voice Response Solution Included Functionality: • Current Balance Owed • Partial Payment • Last Billing Date and Amount (Up to last 6) Credit Card Payment • Next Billing Date • ACH Payment • Last Payment Date and Amount (Up to last 6) Language Add -On (Spanish) Language Add-on (Vietnamese) Additional Project Services & Configuration Ports Estimate & Server Sharing Information Line Tools Outbound Notifications - 2 Ports Delinquency Notification Shut -Off Notification Speech Recognition Licenses — 8 inbound licenses (shared with Dog Licensing) and 2 outbound licenses Dog Licensing Relay Dog License Add -On Interactive Voice Response Solution Included Functionality: • Validate License • Credit Card Payment 7of8 • Renewal Timeframe & Due Date • ACH Payment • Validate Discounts • Partial Payments • Rabies Expiration Language Add -On (Spanish) Language Add-on (Vietnamese) Ports Estimate & Server Sharing Additional Project Services & Configuration Information Line Tools Speech Recognition Licenses — 8 inbound licenses (shared with Utility) City Attorney Relay City Attorney Information Line IVR Solution Included Functionality: • Information Line (Up to 10 Nodes/FAQs - English) Language Add -On (Spanish) Language Add-on (Vietnamese) Additional Project Services Ports Estimate & Server Sharing Information Line Tools City Staff Transfers 8of8 CERTIFICATE OF LIABILITY INSURANCE F DATE,MMIDDA'VYY) WSR 11912712017 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 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 ONTACT WB Adams Co. WB Adams Co. PHONE . 503 644.9945 ax F • 503 644.9997 General Insurance -MAIL info wbadams.cam 14737 SW Milliken Way INSURERISI AFFORDING COVERAGE NAC# Beaverton OR 97003 INSURER ; Sentinel Insurance Company INSURED INSURER a, Hartford Casualty Insurance Co. Selectron Technologies, Inc. INSURE C, 12323 SW 66th Ave. INSURER D Portland, OR 97223 INSURERE: INSURER F: OnVFRACFR CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE 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. WSR TYPE OF INSURANCE ADDLSUBR AUTHORIZED REPRESENTATIVE POLICY NUMBER POLICY EEOPOLICY EXP DO LIMITS GENERAL LIABILITY EACH OCCURRENCE 51,000,000 DAMAGETOaENTED $1000,000 MED EXP (Any one ersan 310,000 A X COMMERCIAL GENERAL LIABILITY CLAIms.NAOE X❑ OCCUR Y 52SBAR09216 0113112017 01/31/2018 PERSONALS ADVINJURY 111000600 GENERAL AGGREGATE $2,000000 GEML AGGREGATE LIMIT APPLIESPER: PRODUCTS-COMPIOP AGG 2,000600 $ X POLICY PR: LOC AUTOMOBILE LIABILITY COMBINED ISINGLE LIMIT 1,600,000 BODILY INJURY (Per person) $ A X ANYAUTO BODILY INJURY (Per amidedq $ ALL OWNED SCHEDULED AUTOS AUTOS HIRED AUTOS AUTOSWNED 52UECPT5600 01/31/2017 01131/2018 PROPERTYDAMAGE 1 $ X' UMBRELLA ILIAD X I OCCUR EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 A EXCESS LIAB CLAIMS -MADE 52SBAR09216 01/31/2017 01131@016 DED I I RETENTION B WORKERS COMPENSATION AND EMPLOYERS LIABILITY OFFICEOPRIE EREXCLUEPJF ECUTIVL (Mandatory In NH) I— NIA 52WBC013039 01131@017 01131/2018 X wC STATI - oTH- MI. E -L. EACH ACCIDENT $1000,000 E . DISEASE - EA EMPLOYEE $1,000000 E.L. DISEASE - POLICY LIMIT $1,000,606 If yes, describe under E I OF OPERATIONS below Data Breach/Cyber Liability A Retroactive Date 0113112014 52SBAR09216 01/3112017 01131/2018 Limit $2,060,000 Ped. $5,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If mora space is required) The City of Santa Ana, Its officers, employees, agents, volunteers and representatives are listed as additional insured as respects to general liability when required per written contract. Such coverage is primary and non contributory. 12-1 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92701 AUTHORIZED REPRESENTATIVE i ®1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORIJ' BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock Insurance company member of The Hartford providing this insurance, The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear In quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the Insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply, We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This Insurance applies: (1) To "bodily injury" and "properly damage" only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee"'authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, In whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily Injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 @ 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of 'bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the 'bodily injury". e. Incidental Medical Malpractice (1) 'Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily Injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3, COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit' against an insured we defend: (1) All expenses we incur. (2) up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of Insurance. We do not have to furnish these bonds. (4) All reasonable expenses Incurred by the insured at our request to assist us in the Investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work, (5) All costs taxed against the insured in the "suit'. (S) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured In the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the Insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the Indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (I) Cooperate with us in the investigation, settlement or defense of the "suit"; (II) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the Indemnitee; and (b) Provides us with written authorization to: (1) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the Indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM so long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses Incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance, Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) 'Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or"property damage"; or (2) "Personal and advertising injury" for which the Insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily Injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily Injury" or sister of that "employee" as a "property damage" occurs consequence of (1) above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for (1) Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable and attorneys' fees and necessary litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury, "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (t) Liability to such party for, or for contract", the cost of, that party's defense f. Pollution has also been assumed in the (1) "Bodily Injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which (a) At or from any premises, site or damages to which this location which is or was at any insurance applies are alleged. time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (t) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by smoke, fumes, vapor or soot intoxication of any person; produced by or originating from (2) The furnishing of alcoholic beverages to equipment that is used to heat, a person under the legal drinking age or cool or dehumidify the building, under the influence of alcohol; or or equipment that Is used to (3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the (it) "Bodily injury" or "properly business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law, additional Insured at that e. Employer's Liability premises, site or location and such premises, site or location "Bodily Injury" to: is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Form SS 00 08 04 05 Page 4 of 24 Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heal, 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 vapors from materials brought disposal, processing or treatment into that building in connection of waste; with operations being performed (c) Which are or were at any time by you or on your behalf by a transported, handled, stored, contractor or subcontractor; of treated, disposed of, or processed (iii) "Bodily injury" or "property as waste by or for: damage" arising out of heat, id (i) Any insured; or smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally (e) At or from any premises, site or responsible; location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any Insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or In any way respond to, or assess the promises, site or location in the effects of, "pollutants". connection with such operations (2) Any loss, cost or expense arising out by such insured, contractor or of any: subcontractor. However, this subparagraph does not apply to: (a) Request, demand, order or statutory regulatory requirement that any (i) "Bodily injury" or "property insured others test for, monitor, in damage" arising out of the clean up, remove, contain, treat, escape of fuels, lubricants or detoxify or neutralize, or in any way other operating fluids which are respond to, or assess the effects of, needed to perform the normal "Pollutants"; or electrical, hydraulic or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto or Watercraft (2) The use of "mobile equipment" in, or while in practice or preparation for, a "Bodily injury" or "property damage" arising prearranged racing, speed or out of the ownership, maintenance, use or demolition contest or in any stunting entrustment to others of any aircraft, "auto" activity. or watercraft owned or operated by or rented or loaned to any insured. Use includes 1. War operation and "loading or unloading". "Bodily Injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however caused, arising, directly or indirectly, out of: against any insured allege negligence or other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which Including action In hindering or caused the "bodily injury" or "property defending against an actual or damage" involved the ownership, expected attack, by any government, maintenance, use or entrustment to others of sovereign or other authority using any aircraft, "auto" or watercraft that is military personnel or other agents; or owned or operated by or rented or loaned to (3) Insurrection, rebellion, revolution, any insured. usurped power, or action taken by This exclusion does not apply to: governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; J. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising out of the rendering of or failure to render (b) Not being used to carry persons any professional service. This includes for a charge; but is not limited to: (3) Parking an "auto" on, or on the ways 1 Legal, accounting or advertising ( ) next to, premises you own or rent, services; provided the "auto" Is not owned by or or falling to rented or loaned to you or the insured; (2) Preparing, approving, (4) Liability assumed under any "insured prepare or approve maps, shop drawings, opinions, reports, surveys, contract" for the ownership, aircraft or field orders, change orders, designs or maintenance or use of drawings and specifications; watercraft; (5) "Bodily Injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair Injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. (7) optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Form SS 00 06 04 05 Page 6 of 24 (8) optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fiding,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e, in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of Injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Form SS 00 08 04 06 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and ware never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "Products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. in. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically Injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms, This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to .,your product" or "your work" after it has been put to its intended use. Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (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: (a) Advertising, broadcasting, expense incurred by you or others for the publishing or telecasting; loss of use, withdrawal, recall, inspection, 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. the definition of "personal and withdrawn or recalled from the market or from use by any person or organization under 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 linking to others on your web site, by "Personal and advertising injury": itself, is not considered the business (1) Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the Insured with (9) Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control; publication took place before the (10) Arising out of the unauthorized use of beginning of the policy period; another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (12) Arising out of: (6) Arising out of the wrong description of (a) An "advertisement" for others on the price of goods, products or services; your web site; (7) Arising out of any violation of any (b) Placing a link to a web site of intellectual property rights such as others on your web site; copyright, patent, trademark, trade trade secret, service mark or (c) Content from a web site of others name, other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes information, code, sounds, text, However, this exclusion does not graphics or Images; or apply to Infringement, in your "advertisement", of (d) Computer code, software or programming used to enable: (a) Copyright; (1) Your web site; or (b) Slogan, unless the slogan is also (ii) The presentation or functionality a trademark, trade name, service of an "advertisement' or other mark or other designation of origin content on your web site; or authenticity; or Form SS 00 08 04 05 Page 8 of 24 (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". Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or Incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred In whole or In part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". Violation Of Statutes That Govern E. Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d, Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any Insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law, e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products -Completed Operations Hazard Included with the "products -completed operations hazard". g, Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. if you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. Page 10 of 24 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business, However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (If you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply 10 any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Form SS 00 08 04 09 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (If you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative if You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an Insured under this insurance Is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision Is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co= employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization Is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision, 0. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, In a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has agreed to make or normally be added as an additional insured on your undertakes to make in the usual policy, provided the injury or damage occurs course of business, in connection subsequent to the execution of the contract or with the distribution or sale of the agreement, or the Issuance of the permit. A person or organization is an additional products;(f) pemonstratlon, installation, Insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an (g) Products which, after distribution additional Insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; or F. — Optional Additional Insured Coverages. (h) "Bodily injury" or "property a. Vendors damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting an its behalf. However, this or sold In the regular course of the vendors exclusion does not apply to: business and only if this Coverage Part (1) The exceptions contained in provides coverage for "bodily injury" or Subparagraphs (d) or (f); or "property damage" included within the "products -completed operations hazard", (ii) Such inspections, adjustments, tests or servicing as the vendor (1) The Insurance afforded to the vendor has agreed to make or normally Is subject to the following additional undertakes to make in the usual exclusions: course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b, Lessors of Equipment of the contract or agreement; (1) Any person or organization from (b) Any express warranty whom you loose equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when unpacked solely for the purpose of maintenance, operation or use of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this Insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c, Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or promises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises ]eased to you. (2) With respect to the insurance afforded to these additlonal insureds, this insurance does not apply to: (a) Any 'occurrence' which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for 'bodily injury', 'property damage' or„ personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to 'bodily injury', 'property damage' or "personal and advertising injury” arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury', "property damage' or "personal and advertising Injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury' or "property damage' included within the 'products - completed operations hazard". Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e, above, but only with respect to liability for 'bodily injury', "property damage" or 'personal and advertising injury' caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products - completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury' or "property damage' included within the "products - completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: 'Bodily injury', 'property damage' or 'personal and advertising injury' arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations, This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion, 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily Injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4, Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising Injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5, Damage To Promises 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. 8. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3, above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the Insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional Insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result In a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any Injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other Information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "sull"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No Insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other Insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a, and b, apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, If you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional Insured is a trust; or (6) Any elected or appointed official, if you or an additional Insured is a political subdivision or public entity. Page 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 compiled 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 "rf each Named Insured were the only Named insured; and b. Separately to each Insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fall 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. Other insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This Insurance Is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance Is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (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. Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This Insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance Is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed In a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c, Method Of sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of Its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a, Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The Insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph S. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. Is amended to include as an additional insured the person(s) or organization(s) shown In the Declarations, but only with respect to liability for "bodily Injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. in connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. Page 18 of 24 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional Insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Granlor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the persons) or organization(s) shown in the Declarations as an Additional Insured — Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 0. Additional Insured - State Or Political Subdivision — Permits a. WHO IS AN INSURED under Section C. is amended to Include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Form SS 00 08 04 05 Page 19 of 24 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 distribution or sale of the products; these additional insureds, the following (f) Demonstration, installation, additional exclusions apply: servicing or repair ape This Insurance does not apply to: form 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 distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled 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 (1) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the adjustments, tests or servicing "products -completed operations hazard". as the vendor has agreed to b. 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 the distribution or sale of the (a) "Bodily injury or "property products. damage" for which the vendor Is 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 alterations, new construction and demolition operations performed by or for that person or organization. g. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown In the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whale or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising Injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organizations) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 The limits of insurance that apply to additional insureds are described In Section D. — Limits Of Insurance. How this Insurance applies when other Insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. G, LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of Information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or h. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any Idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 a. The United States of America (Including Its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the Injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined In the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 0. "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 produce or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have falled 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 ofinsurance. 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: Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or Instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property, a. After It is moved from the place where it Is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; I. 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 "mcblle equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, Including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, Including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, Including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 06 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 then 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 b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d, Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product': a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form SS 00 08 04 05