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AGMT - LAE Associates Inc (Lampson Avenue Bike Lane Gap Closure Project--Project Management Services & Amendment 1)
AMENDMENT NO. I PROFESSIONAL SERVICES AGREEMENT for LAMPSON AVENUE BIKE LANE GAP CLOSURE DESIGN — Project Management Services x between City of Seal Beach 211- 8th Street Seal Beach, CA 90740 LAE Associates, Inc. 650 N. Rose Drive, #182 Placentia, CA 92870 (714) 993-2840 This Amendment No. 1, dated April 29, 2072, amends that certain agreement CAgreement") dated May 20, 2019, by and between the City of Seal Beach CCity `), a California charter city, and LAE Associates, Inc. CConsultant"), a California corporation. rl RECITALS A. City and Consultant are parties to the Agreement pursuant to which Consultant provides professional project management services to City for the Lampson Avenue Bike Lane Gap Closure Project (CP ST1811) (°Project"). B. City and Consultant wish to amend the Agreement, by this Amendment No. 1, for Consultant to provide additional project management services, increase Consultant's compensation for such additional services by $9,880, for a total contract not4o-exceed amount of $34,640, and to extend the term of the agreement to and including December 31, 2024, as provided herein. AMENDMENT NO.1 NOW., THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 1.0 (Scope of Services) of this Agreement is hereby amended to add Subsection 1.1.1 to read as follows: " 1.1.1 Consultant shall provide those additional services set forth in the attached Exhibit A-1 (LAE Associates, Inc. proposal, dated April 12, 2022), which are hereby incorporated by this reference. To the extent there is any conflict between Exhibit A, Exhibit A-1, and this Agreement as amended by Amendment No. 1, this Agreement shall control." Section 2. Section 2.0 (Term) of this Agreement is hereby amended in its entirety to read as follows: "Section 2.0 Term The Term of this Agreement shall commence as of the Effective Date and shall continue through and including December 31 ,2024, unless previously terminated as provide by the Agreement." Section 3. Section 3.0 (Consultant's Compensation) of this Agreement is hereby amended In its entirety to read as follows: "Section 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule as set for In Exhibit A for Services, and Exhibit A-1 for AddiiionaI Services, but in no event will the, City pay more than the. total not -to -exceed amount of $34,640 for the Services (Exhibit A) and Additional Services (Exhibit A-1) for the Term. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedules set for in Exhibits A and A-1, and shall not exceed to amount authorized by the City at time of award or amendment. 2 Section 4. Section 24.0 (Non -Appropriation of Funds) Is hereby added to the Agreement to read as follows: "24.0 Non -Appropriation of Funds. Payments to be made to Consultant by City for any Services and Additional Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund..ln the event that City does not appropriate sufficient funds for payment of Consultant's Services and Additional Services beyond the current fiscal year. this Agreement shall cover payment for Consultant's Services and Additional Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year." Section ' 5. All references to the term "Agreement" throughout Sections 1.0 through 24.0, inclusive, of the Agreement are hereby modified to include the Agreement dated May 20, 2015, and this Amendment No. 1 dated April 29, 2022, as if all those terms are fully set forth therein. Section 6. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of this Amendment No.1 shall control. Section 7. The persons executing this Amendment No. 1 on behalf of Consultant each warrant that he or she Is each duly authorized to execute this Amendment No. 1 on behalf of said Party and that by his or her execution, Consultant is formally bound to the provisions of this Amendment No. 1. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH By: Steve y&r, P.E., Public W-9-4 W-2-4 Attest: IN Harper, Approved as to Form: ` COUNi� By: Craig A. Steele, City Attorney CONSULTANT: LAE Associates, Inc., a California corporation B � Name: f td 1-'r%tJ A1A"0 l ec% ;fame: Its: rro. (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) EXHIBIT A-1 FOR AMENDMENT NO. 1— CONSULTANT's Additional Services Associates, inc.. April 12, 2022 Mr. Steve Myrter,, P.E_ Public Works Director City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 PROJECT- CONSTRUCTION -PROGRAM MANAGEMENT City Services - StalfAugmentation Capital Project Planning - Transportation funding Strategies Caltrans Local Assistance Services Attention: Ms. Iris Lee, P.E., Deputy Director of Public Works/City Engineer SUBJECT: LAMPSON AVENUE BIKE LANE GAP CLOSURE PROJECT — PROJECT MANAGEMENT SERVICES PROJECT NO. ATPLSB1 L — 5229(017) — ADDITIONAL SERVICES Dear Mr. Myrter, On May 1, 2019, LAE Associates, Inc. (LAE) proposed to provide Program Management Services for the City of Seal Beach's (City) Federal ATP Project — Lampson Avenue Bike Lane Gap Closure Project (anticipated 18 months process). Throughout this anticipated time and beyond, we have worked in this capacity. Due to unforeseen issues, we have conducted additional activities that were either outside our proposal scope of work or required additional hours on our part. The following is a list, presenting what additional tasks we have completed or will complete on this project until its construction starts: 1. Prepared documents to request transfer of funds from environmental to design. 2. Additional time for coordination with the City, as well as Caltrans (CT). 3. Additional involvement with the design team to resolve various project issues. 4. Provided additional assistance with the preparation of Design RFP. 5. Labor compliance services for design consultant's work. 6. Extra work in preparing CTC time extension. 7. Requested expenditure extension of time for design funds. 8. Additional RNV assistance (meetings with CT RW, City, and Consultant). 9. Prepared Federal Fiscal Year (FFY) 21/22 and will prepare FFY 22/23 CT required DBE documentation. 10. Assisted with the adoption of LAPM Chapter 10 process. 11. Assisted with the NEPA Re -validation process. 650 N_ Rose Drive, #182, Placentia, CA 92870 (714) 993-2840 Larnpson Ave. Bike Lane Mr. Steve Myrter, P.E. April 12, 2022 Page 2 of 2 12. Will assist during bid process. 13. Will review/evaluate DBE sub -contractors for compliance after bid opening. 14. Will check for debarment (Prime Contractor and all sub -contractors). 15. Will prepare construction contract award package and will coordinate with CT. With the above listed items completed or additional services to be provided, we estimate an additional $9,880 is needed to complete the PM tasks. The breakdown of this request is as follows: Classifications *Rate Hours Ext. Fee Programming Coordinator $150 45 $6,750 Eng. Aide/Admin Assistant $70 6 $420 **Labor Compliance Services - - $1,150 Project Principal $195 8 $1,560 Total Fee $9,880 *Reflects LAE 2022 rates. 'During, design survey and geotechnical process. Note: Should the City request additional federal funding assistance after the project construction starts, we will be glad to provide a separate proposal for those services. Should you have any questions, please feel free to contact me at (714) 993-2840 or FredA@LAEassociates.com. Sincerely, Fred Alamolhoda, P.E. President 650 N. Rose Drive, #182, Placentia, CA 92870 (714) 993-2840 PROFESSIONAL SERVICES AGREEMENT for Lampson Avenue Bike Lane Gap -Closure Project — Project Management Services Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 E_ LAE Associates, Inc. 650 N. Rose Drive, #182 Placentia, CA 92870 (714) 993-2840 This Professional Service Agreement ("the Agreement') is made as of May 20, 2019 (the "Effective Date"), by and between LAE Associates, Inc. ("Consultant'), a Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows_ AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 18 months unless previously terminated as provided by this Agreement. 3.0 , Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $24,760. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. Page 2 of 9 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Fred Alamolhoda is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: Page 3 of 9 To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: Public Works Director To Consultant: LAE Associates, Inc. 650 N. Rose Drive, #182 Placentia, CA 92870 Attn: Fred Alamolhoda 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. Page 4 of 9 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than ANIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, Page 6 of 9 employees, agents and volunteers, or if excess, shall stand in an unbroken chain, of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity Page 6 of 9 herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire, agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. Page 7 of 9 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from Page 8 of 9 the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. in the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH 4 ---- By: '14 Steve Myrter, Director of Public Works Page 9 of 9 CONSULTANT, LAE Associates, Inc_ I i" Exhibit A Scope of Services PROJECT- CONSTRUCTION -PROGRAM LAE MANAGEMENT City Services - Staff Augmentation Associates, Inc. Capital Project Planning - Transportation Funding Strategies Caltrans Local Assistance Services May 1, 2019 Mr. Steve Myrter, P.E. Public Works Director City of Seal Beach - City Hall 211 Eight Street Seal Beach, CA 90540 SUBJECT: PROPOSAL TO PROVIDE PROGRAM MANAGEMENT SERVICES FOR CITY OF SEAL BEACH'S FEDERAL ATP PROJECT - LAMPSON AVE. BIKE LANE GAP CLOSURE PROJECT NO. ATPLSB1 L - 5229 (017) Dear Mr. Myrter: LAE is pleased to submit this proposal to provide Program Management Services for the subject project. LAE Associates, Inc. (LAE) staff has a substantial amount of experience in Construction Management, Project/Program Management, Construction Observation, Delivering of Federally, State, and'Locally Funded Projects, Staff Augmentation for Cities and other public agencies. Scope of Services: Below is LAE's understanding of the project and the services to be provided. The City has already obtained California Transportation Commission's (CTC) approval for the Project Approval & Environmental Documentation (PA&ED) funds for $27,000, which need to be spent by June 30, 2020. Due to Federal funding, the project will require approval of the California Environmental Quality Act (CEQA) by the City, National Environmental Policy Act (NEPA) and Right of Way Certification approvals by Caltrans (CT). Additionally, the project will require two additional CTC approvals and two E -76s [Plans, Specifications & Estimates (PS&E) and Construction Allocations and E -76s] in accordance with the CT Local Assistance Procedures Manual (LAPM). Start the Federal Process: Review the City's ATP funding application. Participate in a project kick-off conference call. Prepare the City's Federal Fiscal Year (FFY) 18/19 and 19/20 Annual Disadvantaged Business Enterprises (DBE) Documentations. Quarterly ATP Reporting: Prepare quarterly reports for the City staffs review and submission to CT (verify if 2019's first quarterly report was submitted). National Environmental Policy Act (NEPA) Process: Visit the project site; take photographs and notes, if needed. Prepare Preliminary Environmental Studies (PES) form and the back-up documentations such as printouts, Initial Site Assessment Checklist, and Geo -Tracker printouts. Coordinate and review the PES form and back- up documents with City Staff for submission to CT to obtain PES and NEPA approvals. 650 N. Rose Drive, #182, Placentia, CA 92870 (714)993-2840 Page 2 of 3 Proposal Program Management May 1, 2019 Quality Assurance Program (QAP): Prepare a QAP in accordance with the CT- LAPM requirements for the City review, signature and submission to CT' for approval. CTC Allocation Request: Prepare design CTC Allocation Request for the City, Orange County Transportation Agency (OCTA), CT and CTC's review/processing (PS&E Allocation Request). Request for Authorization (RFA) — Design Funds Obligation/E-76 Approval: Prepare a design RFA package in accordance with the CT-LAPM requirements. Review the RFA with the City staff and submit to CT. Coordinate/incorporate CT comments to obtain Design E-76. Consultant Selection Process: Review the project details, schedule, constraints and LAPM Chapter 10 requirements with the City Staff. Assist the City staff to prepare an Independent Cost Estimate (ICE) for design services. Prepare a consultant contract DBE goal. Ensure the City has a Federalized Professional Services Agreement (PSA). Review design proposals for federal compliance (e.g. debarment, DBE, etc.). Assist the City with CT's Exhibit 10-C process to obtain CT's approval of the consultant selection process before consultant contract award. Project Invoicing: Prepare a total of four CT reimbursement invoices in accordance with CT-LAPM. Right of Way (R/W) Certification: Prepare CT's required City staff qualification documentation to work on right of way certifications to CT (new requirements by CT - district; verify if district 12 requires such documentation). Review CT public utilities' prior rights requirements with the City/design team. Review proper notification of impacted utility companies. Review CT RMI certification requirements with the City/design team. Ensure project team obtains the required encroachment(s), if any. Prepare the required RMI certification package. CTC Allocation Request (Construction Phase): Prepare construction CTC Allocation Request for the City, OCTA, CT and CTC's review/processing. Construction Authorization (E-76 Application): Upon completion of the PS&E package, review the PS&E package, prepare construction contract specific DBE goal, incorporate federal provisions in the final specifications and prepare the construction RFA package in accordance with the LAPM requirements and submit them to CT. Coordinate/incorporate CT comments to obtain Construction E-76. Information from the City: The City to provide ATP funding application, project concept design plans and other exhibits for the preparation of PES form. The City/Design team to provide the required Utility Notice to Owners, utilities prior right determinations, Utility companies' responses regarding utility adjustments (e.g. manholes, water/gas valves, various vaults, and other minor/major utilities impacted); review the process with the City/Design team. The City is to also provide Plans, Page 3 of 3 Proposal Program Management May 1, 2019 Specifications, final Engineer's Estimate, project construction schedule, and other documents/information pertaining to the project. Fee Estimate: We estimate the following number of hours are required to complete these services. Thank you for requesting LAE to submit this revised proposal. Should you have any questions, please contact me at (714) 993-2840 or FredA@LAEassociates.com Sincerely, —:�Z .4 a4vz�r, Fred Alamolhoda, P.E. President ,a►coiec3 CERTIFICATE OF LIABILITY INSURANCE EA -M WDOIYYYY) n;;mi /9f11 O 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 SUBROGATIONIS 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 CONTACT CHESAPEAKE INS SERVICES, INC/PHS 72253215 NAME: PHONE (866) 467-8730 (AIC, No, Ertl: FAX (888) 443-6112 (A/C, No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio, TX. 78265 ADDRESS: INSURERS) AFFORDING COVERAGE NAICY CLAIMS-MADEJFAIIJOCCUR INSURED INSURERA: The Sentinel Insurance Company 11000 LAE ASSOCIATES INC 650 N ROSE DR # 182 The Hartford Accident and Indemnity 22357 INSURER a . Insurance Company PLACENTIA CA 92870-7513 INSURER C : MED EXP (Any one person) $10,000 INSURER D : X General Liability INSURER E : INSURER F : rnVFRAr.FS CFRTIFICATF MIIMRFR• RFVIRI11M MIIMRFR- THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR TYPE OF INSURANCE ADDL INSR SUER WVO POLICY NUMBER POLICY EFF MMID POLICY EXP MMMD1Y LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$1,000,000 CLAIMS-MADEJFAIIJOCCUR DAMAGE TO RENTED $1,000,000 PR MI a oau nce MED EXP (Any one person) $10,000 X General Liability A 72 SBM UU2333 06/01/2019 06/012020 PERSONAL& ADV INJURY $1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY❑ PRO- LOC JECT X PRODUCTS - COMPIOP AGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 a accident BODILY INJURY (Per person) X ANY AUTO B ALL OWNED SCHEDULED AUTOS AUTOS 72 UEC JH2792 06/012019 06/01/2020 BODILY INJURY (Peracciderd) PROPERTY DAMAGE (Per accident) HIRED NON -OWNED X AUTOSX AUTOS UMBRELLA ULB X OCCUR EACH OCCURRENCE $1.000,000 AGGREGATE $1,000,000 A EXCESS LIAB CLAIMMADE S 72 SBM UU2333 06/012019 06/01/2020 ED X I RETENTION$ 10,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY STATUTE ER E.L. EACH ACCIDENT ANY YIN PROPRIETORIPARTNE WEXECUTIVE OFFICERlMEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Those usual to the Insured's Operations. rFGTICIr ATC Unl nr=v rAMrCI 1 ATInM I City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 211 8TH ST BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED SEAL BEACH CA 90740-6305 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD r ACORV CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDMWO 0513112019 THIS CERTIFICATE IS ISSUEDASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOTAFFIRMATIVELY OR NEGAMVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTEA CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the polley(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WANED, 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 Chesapeake Insurance Services Inc CA License: 0799383 15501 S F Mission Blvd., #300 Mission Hips CA 91345-1359 Na+1E: Yolanda Smith PEON=_ (818) 8961043 FAX w Na : (818)898-1643 ADDRESS: INSURERS) AFFORDING COVERAGE MAIC WSLRERA: State Comp Insurance Fund 35076 INSURED LAE Associates. Inc 650 N. Rose Drive, *182 Placentia CA 92870 INSURERB: U.S. Specialty Insurance 29599 INSURER C: INSURERD: INSURER E: INSLRERF: 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 ALLTHE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IMR LTR TYPE OF INSURANCE DOL IVSD WVD POLICY NUMBER POLICY EFF IDD POLICY EXP I (MMJDDf -YM LIMBS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ PREMISES Ea occurrence $ CLAIMS -MADE FIOCCUR MED EXP (Any one person) $ PERSONAL&ADV INJURY $ GENU AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ PRODUCTS- COMPIOP`AGG $ POLICY ❑ JECTT F-] LOC OTHER COMBINED SINGLE LIMIT $ AUrOMOBILEUABiLnY BODILY INJURY (Per person) $ ANYAUTO BODILY INJURY (Per accident) $ OWNEDSCHECULED AUTOS ONLY AUTOS HIRED NON -OWNED PROPERTY DAMAGE $ Per accident) AUTOS Of'ILY AUTOS ONLY $ UMBRELLA UAB 14CLAIMS-MADE. CCUR EACH OCCURRENCE $ AGGREGATE $ EXCESSLIAB DED I I RETENTION $ $ WORKERS COMPENSATION STATUTE ERµ AND EMPLOYERS' LIABILITY Y I N EL EACH ACCIDENT $ 1,000,000 A ANY PROPRIETORIPARTNERIEXECUTIVE NIA 1862986-18 12101/2018 12101/2019 EL DISEASE -EA EMPLOYEE $ 1,000,000 OFRCERIMEMMBEREXCLUDED? (Mandatory in WO DISEASE -POLICY LIMIT $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS belay Limits: Deductible: Limits. 8 E&OArchitect & Engineers LISS.19 29822 06/0112019 06/0112020 $2,000,000/Per Claim $15,000 $2,000,000/Aggregate DESCRIPTION OF OPERATIONSI LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached it more space Is required) Certificate Holder is listed as additional insured in regards the the Work Comp coverage which also includeds a Blanket Waiver of Subrogation per attached. V Gr1 I r 1�.I1 V /vGVG� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVEitED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Seal Beach 2111 Eight Street Atit'HORIZED REPRESENiATNE Seal Beach CA 90740 f ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD i ENDORSEMENT AGREEMENT WMVER OF SUBROGATION BLANKET BASIS HOME OFFICE SAN FRANCISCO EFFECTIVE DECEMBER 1, 2018 AT 12.01 A.M. AND EXPIRING DECEMBER 1, 2019 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME LAE ASSOCIATES 650 N ROSE DR # 182 PLACENTIA, CA 92870 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 1862986-18 RENEWAL SC 7-07-58-78 PAGE 1 OF NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: DECEMBER 4, 2018 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 IREV.4.2018) 2572 OLD OF 217 1 i Insured: Lae Associates, Inc. Policy* 72SBMUU2333 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 PDF created with pdfFactory trial version www gditaCtoNe� Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 S. Separation Of Insureds 16 6. Representations 16 7. Other insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 PDF crewed wrth pak'a5 tory trial version www.adffacto[y.com ABCDEFGHIJ 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 r "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 ads or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if. Form SS 00 08 04 05 (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: O 05 The Hartford PDF created with pdfFactory trial version www.pdtta6iory.com (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Page 1 of 24 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. PDF creaTed wiPpdfFactory trial version www.odffactor b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit', including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (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. /.Corn Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are and an indemnitee of the insured is also met, attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an "insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily "property assumed by the insured; injury" and damage" and will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost Our obligation to defend an insured's of the defense of, that indemnitee, , indemnitee and to pay for attorneys fees has also been assumed by the insured and necessary litigation expenses as in the same "insured contract"; Supplementary Payments ends when: (4) The allegations in the "suit" and the (1) We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; or appears to exist between the interests of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph (6) above, are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (t) Cooperate with us in the standpoint of the insured. This exclusion does not apply to bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit"; from the use of reasonable force to (ii) Immediately send us copies protect persons or property; or of any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the suit"; acquiescence of the insured with the (iii) Notify any other insurer expectation of inflicting "personal and whose coverage is available advertising injury". to the indemnitee; and b. Contractual Liability (iv) Cooperate with us with (1) "Bodily injury" or "property damage'; or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage" (ii) Conduct and control the or "personal and advertising injury" defense of the indemnitee in that the insured would have in the such "suit". absence of the contract or agreement; or s 0 0044 Page 3 of 24 PDF created with pdfFactory trial version www.pdffactorv.com 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, that is an "insured contract", or provided the "bodily injury" or (2) The spouse, child, parent, brother or "property damage" occurs sister of that "employee" as a subsequent to the execution of the consequence of (1) above. contract or agreement. Solely for the purpose of liability assumed in This exclusion applies: an "insured contract', reasonable (1) Whether the insured may be liable as attorneys' fees and necessary an employer or in any other capacity; litigation expenses incurred by or for and a party other than an insured are (2) To any obligation to share damages deemed to be damages because of with or repay someone else who must "bodily injury" or "property damage" pay damages because of the injury. provided: This exclusion does not apply toliability (1) Liabilityto such party for, or for �� assumed by the insured under an insured the cost of, that party's defense contract". has also been assumed in the f. Pollution same "insured contract", and {ii) Such attorneys' fees and (1) "Bodily injury", "property damage" or litigation expenses are for "Personal and advertising injury" defense of that party against arising out of the actual, alleged or a civil or alternative dispute threatened discharge, dispersal, resolution proceeding in which seepage, migration, release or escape damages to which this of "pollutants": insurance applies are alleged. (a) At or from any premises, site or c. Liquor Liability location which is or was at any "Bodily injury" or "property damage" for time owned or occupied by, or rented or loaned to any insured. which any insured may be held liable by However, this subparagraph does reason of: not apply to: (1) Causing or contributing to the (i) "Bodily injury" if sustained intoxication of any person; within a building and caused by (2) The furnishing of alcoholic beverages to smoke, fumes, vapor or soot a person under the legal drinking age or produced by or originating from under the influence of alcohol; or equipment that is used to heat, (3) Any statute, ordinance or regulation cool or dehumidify the building, relating to the sale, gift, distribution or or equipment that is used to use of alcoholic beverages. heat water for personal use, by This exclusion applies only if you are in the .the building's occupants or their guests; business of manufacturing, distributing, selling, serving or furnishing alcoholic rr " injury" " ()Bodil Y in 1 rY or "property beverages. damage" for which you may be d. Workers' Compensation And Similar held liable, if you are acontractor Laws and the owner or Any obligation of the insured under a lessee of such premises, site or location has been added to your workers' .compensation, disability benefits policy as an additional insured or unemployment compensation law or any similar law. with respect to your ongoing operations performed for that e. Employer's Liability additional insured at that "Bodily injury" to: premises, site or location and (1) An "employee" of the insured arising such premises, site or location out of and in the course of: is not and never was owned or (a) Employment by the insured; or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page Form ss oa oa a4 osPDF created wigpdFactory trial version www. , BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire".. subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being transported, handled, stored, performed by you or on your treated, disposed of, or processed behalf by a contractor or as waste by or for: subcontractor; or (i) Any insured; or (iii) "Bodily injury" or "property damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whom you may be legally "hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or location on which any insured or any contractors or subcontractors any contractors or subcontractors working directly or indirectly on any working directly or indirectly on insured's behalf are performing any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, "pollutants" are brought on or to contain, treat, detoxify or neutralize, the premises, site or location in or in any way respond to, or assess connection with such operations the effects of, "pollutants". by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (i) "Bodily injury" or "property (a) Request, demand, order or statutory damage" arising out of the or regulatory requirement that any escape of fuels, lubricants or insured or others test for, monitor, other operating fluids which dean up, remove, contain, treat, are needed to perform the detoxify or neutralize, or in any way normal electrical, hydraulic or respond to, or assess the effects of, mechanical functions "pollutants"; or necessary for the operation of (b) Claim or suit by or on behalf of a "mobile equipment" or its governmental authority for parts, if such fuels, lubricants damages because of testing for, or other operating fluids monitoring, cleaning up, escape from a vehicle part removing, containing, treating, designed to hold, store or detoxifying or neutralizing, or in receive them. This exception any way responding to, or does not apply if the "bodily assessing the effects of, injury" or "property damage" "pollutants". arises out of the intentional However, this paragraph does not discharge, dispersal or apply to liability for damages because release of the fuels, lubricants of "property damage" that the insured or other operating fluids, or if would have in the absence of such such fuels, lubricants or other request, demand, order or statutory or operating fluids are brought regulatory requirement, or such claim on or to the premises, site or or "suit" by or on behalf of a location with the intent that governmental authority. they be discharged, dispersed or Fo SS .p0 08 05 Page 5 of 24 PDF created wlth pdfactory trial version www.cdfactory.com BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f:(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; PDF created 49pdfFactory trial version www.pdffactory.com Form ss o0 os o4 os BUSINESS LIABILITY COVERAGE FORM (8) optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 similar products; or fewer consecutive days. A separate (9) Any: Limit of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D. - Limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not apply if the premises are "your work" and limited to the insertion of were never occupied, rented or held for pigments into or under the skin; rental by you. and Paragraphs (3) and (4) of this exclusion (c) Similar services; do not apply to the use of elevators. (10) Services in the practice of pharmacy; Paragraphs (3), (4), (5) .and (6) of this and exclusion do not apply to liability assumed (11) Computer consulting, design or under a sidetrack agreement. programming services, including web Paragraphs (3) and (4) of this exclusion site design. do not apply to "property damage" to Paragraphs (4) and (5) of this exclusion borrowed equipment while not being used do not apply to the Incidental Medical to perform operations at a job site. Malpractice coverage afforded under Paragraph (6) of this exclusion does not Paragraph 1.e. in Section A. - Coverages. apply to "property damage" Included in the k. Damage To Property "products -completed operations hazard". "Property damage" to: I. Damage To Your Product (1) Property you own, rent or occupy, "Property damage" to "your product" including any costs or expenses arising out of it or,any part of it. incurred by you, or any other person, m. Damage To Your Work organization or entity, for repair, "Property damage" to "your work" arising replacement, enhancement, out of it or any part of it and included in restoration or maintenance of such the "products -completed operations property for any reason, including hazard". prevention of injury to a person or damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" the damage arises was performed on your arises out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or Property Not Physically Injured (4) Personal property in the care, custody "Property damage" to "impaired property" or control of the insured; or property that has not been physically (5) That particular part of real property on injured, arising out of: which you or any contractors or (1) A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work": or operations, if the property damage arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your worts" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. S pp RDF tree a wi �$dp��actory trial version www.gdffactorv.com Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic Property work; Damages claimed for any loss, cost or (8) Arising out of an offense committed expense incurred by you or others for the by an insured whose business is: loss of use, withdrawal, recall, inspection, (a) Advertising, broadcasting, repair, replacement, adjustment, removal publishing or telecasting; or disposal of: (b) Designing or determining content (1) "Your product"; of web sites for others; or (2) "Yourwork"; or (c) An Internet search, access, (S) "Impaired property'; content or service provider. if such product, work or property is However, this exclusion does not withdrawn or recalled from the market or apply to Paragraphs a., b. and c. from use by any person or organization under the definition of "personal and because of a known or suspected defect, advertising injury" in Section G. — deficiency, inadequacy or dangerous Liability And Medical Expenses condition in it. Definitions. p. Personal And Advertising Injury For the purposes of this exclusion, "Personal and advertising injury": placing an "advertisement" for or (1) Arising out of oral, written or linking to others on your web site, by electronic publication of material, if itself, is not considered the business done by or at the direction of the of advertising, broadcasting, insured with knowledge of its falsity; publishing or telecasting; (2) Arising out of oral, written or (9) Arising out of an electronic chat room electronic publication of material or bulletin board the insured hosts, whose first publication took place owns, or over which the insured before the beginning of the policy exercises control; period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act your e-mail name or product inme committed by or at the direction of the address, domain nanother's or mtatags, or insured; any other similar tactics to mislead another's potential customers; (4) Arising out of any breach of contract, 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 (c) Content from a web site of others name, trade secret, service mark or displayed within a frame or bonier other designation of origin or on your web site. Content includes authenticity. information, code, sounds, text, However, this exclusion does not graphics or images; or apply to infringement, in your (d) Computer code, software or "advertisement", of programming used to enable: (a) Copyright; (i') Your web site; or (b) Slogan, unless the slogan is also (ii) The presentation or a trademark, trade name, service functionality of an mark or other designation of origin "advertisement" or other or authenticity; or content on your web site; PDF created wit�i4pdfFactory trial version www.gdffactorv.com Form 88 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price alleging actual or threatened or value of any stocks, bonds or other injury or damage of any nature or securities; or kind to persons or property which (a) Refusal to employ that person; would not have occurred in whole (15) Arising out of discrimination or or in part but for the "asbestos humiliation committed by or at the hazard"; direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, Damages arising out of the loss of, loss of remove, encapsulate, contain, use of, damage to, corruption of, inability treat, detoxify or neutralize or in to access, or inability to manipulate any way respond to or assess the "electronic data". effects of an "asbestos hazard'; or r. Employment -Related Practices (c) Arise out of any claim or suit for "Bodily injury" or "personal and damages because of testing for, advertising injury" to: monitoring, cleaning up, removing, encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any (a) Refusal to employ that person; way responding to or assessing the (b) Termination of that person's effects of an "asbestos hazard". employment; or t. Violation Of Statutes That Govern E - (c) Employment-related practices, Mails, Fax, Phone Calls Or Other policies, acts or omissions, such as Methods Of Sending Material Or coercion, demotion, evaluation, Information reassignment, discipline, "Bodily injury", "property damage", or defamation, harassment, "personal and advertising injury" arising humiliation or discrimination directly or indirectly out of any action or directed atthat person; or omission that violates or is alleged to (2) The spouse, child, parent, brother or violate: sister of that person as a (1) The Telephone Consumer Protection consequence of "bodily injury" or Act (rCPA), including any "personal and advertising injury" to amendment of or addition to such law; the person at whom any of the (2) The CAN -SPAM Act of 2003, employment-related practices including any amendment of or described in Paragraphs (a), (b), or addition to such law; or (c) above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN -SPAM Act (1) Whether the insured may be liable as of 2003, that prohibits or limits the an employer or in any other capacity; sending, transmitting, communicating or and distribution of material or information. (2) To any obligation to share damages Damage To Premises Rented To You — with or repay someone else who must Exception For Damage By Fire, Lightning pay damages because of the injury. or Explosion s. Asbestos Exclusions c. through h. and k. through o. do (1) "Bodily injury", "property damage" or not apply to damage by fire. lightning or "personal and advertising injury" explosion to premises rented to you or arising out of the "asbestos hazard". temporarily occupied by you with permission of the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss, costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Fo sS .p0 4 08 05 Page 9 of 24 PDF creates with I actory trial version www.gdffactorv.com 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. PDF created with2pdfFactory trial version www.gdffactor e. A trust, you are an insured. Your trustees are also insureds. but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for. (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the Injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, v com Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company)_ organization. b. Real Estate Manager 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 PDF createRRA pdVac ory trial version www.pciffactor 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of, such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 y Com BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional: products; insured under this provision only for that (f) Demonstration, installation, period of time, required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the person or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of additional insured coverage grants in Section any other thing or substance by or F. — Optional Additional Insured Coverages. for the vendor, or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However, business and only if this Coverage Part this exclusion does not apply to: provides coverage for "bodily injury' or (1) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability liability in a contract or whom you have acquired such products, agreem f. This exclusion does or any ingredient, part or container, not apply to liability for damages entering into, accompanying or that the vendor would have in the containing such products. absence of the contract or b. Lessors Of Equipment agreement; (1) Any person or organization from (b) Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d} Repackaging, except when maintenance, operation or use of equipment leased to you by such unpacked solely for the purpose of person or organization. inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 Qf, 24 Form SS 00 08 04 05 PDF crealea with pdfFactory trial version www.r)dffactory.com BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf c. Lessors Of Land Or Premises for which the state or political (1) Any person or organization from subdivision has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or to liability respect " P Y for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury".caused. in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf., and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or Included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (it) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations services by or for you, including: hazard". (a) The preparing, approving, or (2) With respect to the insurance afforded failure to prepare or approve, to these additional insureds, this maps, shop drawings, opinions, insurance does not apply to: reports, surveys, field orders, "Bodily injury", "property damage" or change orders, designs or "personal and advertising injury" drawings and specifications; or arising out of the rendering of, or the (b) Supervisory, inspection, failure to render, any professional architectural or engineering architectural, engineering or surveying activities. services, including: Fo gS _00 08 p0 05 PDF created with pdtf actory trial version www.odffactory.com. Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for. a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of 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. PDF created with2pdfFactorytrial version www.PcIffactorv.com 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 forth e 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. S. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM 'If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above.sett (3) Cooperate with us in the investigation, the claim or defense The Limits,of Insurance of this Coverage Part apply against the s against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting with the beginning of the policy period shown in the enforcement of any right against any Declarations, unless the policy period is extended person or organization that may be after issuance for an additional period of less than 12 liable the insured because of injury months. In that case, the additional period will be damage which this insurance deemed part of the last preceding period for may also apply. m ly purposes of determining the Limits of Insurance. d. Obligations At The Insursed's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as "occurrence" the extent that you have agreed in a practicable of an or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of (3) Any manager, .if you or an additional the claim or "suit" and the date insured is a limited liability company; received; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, If you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if Insured you or an additional insured is a You and any other involved insured must: political subdivision or public entity. ForSS .p0 08 p 05 Page 15 of 24 PDF crea{ed with , 9actory trial version www.pdffactory.com BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to the provisions of any motor vehicle disclose all hazards relating to the financial responsibility law, the insurance conduct of your business at the inception provided by the policy for "bodily injury" date of this Coverage Part, we shall not liability and "property damage" liability will deny any coverage under this Coverage comply with the provisions of the law to Part because of such failure. the extent of the coverage and limits of 7, Other Insurance insurance required by that law. Equipment Or Use Of Elevators b.. With respect to "mobile equipment" to If other valid and collectible insurance is available fora los s we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other subject to Exclusion k. of Section A. — coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits This insurance is primary except when b. for those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work'; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner, claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to Except with respect to the Limits of Insurance, cover your liability as a tenant for and any rights or duties specifically assigned "property damage" to premises rented in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft, Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos" or watercraft to a claim is made or "suit" is brought. the extent not subject to Exclusion g. of 6. Representations Section A.—Coverages. a. When You Accept This Policy (5) Property Damage To Borrowed Equipment Or Use Of Elevators By accepting this policy, you agree: If If the loss arises out of (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Pa a 116 o 24 Farm SS 00 08 04 05 PDF crea�ed with pdfFactory trial version www.pdffactory.com (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. PDF crewed with plWactory trial version www.pdffactor 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 As 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 y com BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the amended to Include as an additional Insured Declarations, one or more of the following the person(s) or organization(s) shown in the Optional Additional Insured Coverages also apply. Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to When any of these Optional Additional Insured their liability as grantor of franchise to you. Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, 4. Additional Insured - Lessor Of Leased Written Agreement or Permit) of Section C., Who Equipment Is An Insured, does not apply to the person or a. WHO IS AN INSURED under Section C. organization shown in the Declarations. These is amended to include as an additional coverages are subject to the terms and conditions insured the person(s) or organization(s) applicable to Business Liability Coverage in this shown in the Declarations as an Additional policy, except as provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. 2. Additional Insured - Managers Or Lessors is amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that Designated Person Or Organization; but part of the land leased to you and shown only with respect to liability arising out of the in the Declarations. ownership, maintenance or use of that part b. With respect to the insurance afforded to of the premises leased to you and shown in these additional insureds, the following the Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations performed by or on behalf of such premises; or person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision —Permits performed by or .on behalf of such person or organization. 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 Pane 118 o 24 Form SS 00 08 04 05 PDF created with pdfFactory trial version www.pdfactorv.com BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed "personal and advertising injury" at the vendor's premises in connection with the sale of the arising out of operations performed for product; the state or municipality; or (2) "Bodily injury" or "property damage" (g) Products which, after distribution included in the "product -completed or sale by you, have been labeled operations" hazard. or relabeled or used as a container, part or ingredient of 7. Additional Insured — Vendors any other thing or substance by or a. WHO IS AN INSURED under Section C. for the vendor; or is 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, "your products" which are distributed or this exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or b. The insurance afforded to the vendor is servicing as the vendor has subject to the following additional agreed to make or normally exclusions: undertakes to make in the usual course of business, in (1) This insurance does not apply to: connection with the (a) "Bodily injury" or "property distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or whom you have acquired such agreement. This exclusion does products, or any ingredient, part or not apply to liability for damages container, entering into, that the vendor would have in the accompanying or containing such absence of the contract or products. agreement; 8. Additional Insured — Controlling Interest (b) Any express warranty WHO IS AN INSURED under Section C. is unauthorized by you; amended to include as an additional insured (c) Any physical or chemical change the person(s) or organization(s) shown in the in the product made intentionally Declarations as an Additional Insured — by the vendor; Controlling Interest, but only with respect to (d) Repackaging, unless unpacked their liability arising out of - solely for the purpose of inspection, a. Their financial control of you; or demonstration, testing, or the b. Premises they own, maintain or control substitution of parts under while you lease or occupy these premises. instructions from the manufacturer, and then repackaged in the original container, Foryn $S 170 08 QQ44 05 Page 19 of 24 PDF creates wt h pdfFactory trial version www.pdffactory.com BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. 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: Pae 0024 PDF creme wl h pdfFactory trial version www.pdffacto[y.com a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including b. You have failed to fulfill the terms of a its territories and possessions), Puerto contract or agreement; Rico and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work'; of travel or transportation between any or places included in a. above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a. above; a. A contract for a lease of premises. However, that portion of the contract for a (Z) The activities of a person whose lease of premises that indemnifies any home is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or, within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property 8. "Employee includes a 'leased worker".. damage" to a third person or organization, "bodily "property "Employee" does not include a "temporary provided the injury" or worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would any of the officer positions created by your be imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any cannot be used or is less useful because: railroad bridge or trestle, tracks, road - beds, tunnel, underpass or crossing. a. It incorporates 'your product" or "your work" that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous: or that part of any contract or agreement: For1n SS Q1108 05 Page 21 of 24 PDF created with p f0actory trial version www.pdffactory.com 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". 16. "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: PDF crew, witheR ZpdfFactory trial version www.pdffactor (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for. (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 08 04 05 r Com 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. "Pollutarrts" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. PDF created with a Vactory trial version www.odffactory.com 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' Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, (2) Materials, parts or equipment handled, distributed or disposed of by: furnished in connection with such (a) You; work or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made (c) A person or organization whose at any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work'; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 RDF crewed with2pdfFactory trial version www.pdffactofy.com Fomt SS 00 08 04 05 .�aco rte' CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNYYY) 05/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS 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 CHESAPEAKE INS SERVICES, INC/PHS 72253215 CONTACT NAME, PHONE (866) 467-8730 (AIC, No, Ext): FAX (888) 443-6112 (A1C, No): The Hartford Business Service Center COMMERCIAL.GENERALLIABILITY E-MAIL 3600 Wiseman Blvd San Antonio, TX 78251 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# EACH OCCURRENCE $1,000,000 INSURED INSURERA: Sentinel Insurance Company Ltd. 11000 LAE ASSOCIATES INC Property and Casualty Insurance Company 34690 650 N ROSE DR INsuRER 6 . of Hartford PLACENTIA CA 92870-7513 INSURER c : Hartford Accident and Indemnity Company 22357 INSURER D : X General Liability INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPEOFINSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD(MIVVDDIYYYYI POLICY EXP LIMITS COMMERCIAL.GENERALLIABILITY EACH OCCURRENCE $1,000,000 CLAIMS-MADE-1OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $10,000 X General Liability A 72 SBMUU2333 06/01/2021 06/01/2022 PERSONAL&ADV INJURY $1,000,000 GEN'LAGGREGATE LIMIT 'APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY [IPRO- LOC JECT X PRODUCTS -COMP/OPAGG $2,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) X ANY AUTO C ALL OWNEDSCHEDULED AUTOS AUTOS 72 UEC JH2792 06/01/2021 06/01/2022 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) HIRED NON -OWNED X AUTOS X AUTOS X UMBRELLA LIAR X OCCUR EACH OCCURRENCE $1,000,000 AGGREGATE $1,000,000 A EXCESS LIAB CLAIMS - MADE 72 SBM UU2333 06/01/2021 06/01/2022 DED X I RETENTION $ 10,000 WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X PER OTH- STATUTE I ER E.L.; EACH ACCIDENT $1,000,000 ANY YM B PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? NIA X 72 WEC AJOYFO 12/01/2020 12/01/2021 E.L. DISEASE -EA EMPLOYEE $1;000,000 (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Blanket Waiver of Subrogation applies in favor of the Certificate Holder per the Waiver of Our Right to Recover from Others Endorsement WC000313, attached to this policy. PCOTICIPATC L.IAI 111=0 CANCFI I ATIC)N City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED Attn: Iris Lee, City Engineer BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED 211 8TH ST IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE SEAL BEACH CA 90740-6305 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACOREP CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYfm 05/27/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RiGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOTAFFIRMATiVELY OR NEGATiVELYAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTiTUTEA CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the tennis 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 CONTACT Yolanda Smith NAME: Chesapeake insurance Services inc CA License: 0799383 PHONE (818) 898-1043 FAX (BTB} 898 1643 AIC No Etl: AiC No E-MAIL ADDRESS: 15501 S F Mission Blvd., #300 INSURER(S)AFFORDING COVERAGE NAIC A Mission Hills CA 91345-1359 INsuRERA: U.S. Specialty Insurance INSURED -INSURERB: LAE Associates, Inc. INSURERC: 650 N. Rose Drive, #182 INSURERD : INSURER E : Placentia CA 92870 INSURER F : COVERAGES CERTIFICATENUMBER: luzz (M) t&u L)nIY REVISION NUMBER: THiS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHEINSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OFANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TOALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS.SHOVVN MAY HAVE BEEN REDUCED BY PAID CLAIMS. NR IL3R TYPE OF INSURANCE IVSD WVD POLICY NUMBER POLICY EFF (MMlDD1YYYY) POLICY EXP (MMiDDiYYYY). LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE F—IOCCUR u PREMISES Ea Occurrence $ MED EXP (Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY � JECT F� LOC PROCiJCTS- COMPiOPAGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident) BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident $ UMBRELLA UAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB DED I I RETENTION $ $ WORKERS. COMPENSATION PER EMPLOYERS' LIABILITY Y i N ET' I STATUTE ER E.L. EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECLMVE ❑ OFFICERIMEMBER EXCLUDED? NIA E.L. DISEASE -EA EMPLOYEE $ (Mandatory in NH) If yes, describe under E.L. DISEASE- POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A E&OArchitect &Engineers USS 2131930 06/01/2021 06/01/2022 Limts: Deductibfe: $2,000,000/PerClaim $1.5,000 $2,000,000/Aggregate DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) vG1\ I Irl V.A I G flV LYGf\ City of Seal Beach Iris Lee, City Engineer 2111 Eight Street Seal Beach CA 90740 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -CALIFORNIA Policy Number: 72 WEC AJOYFO Endorsement Number: Effective Date: 12/01/20 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: Local Agency Engineering Assoc 650 N ROSE DR PLA"CENTIA CA 92870 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 11/05/20 Policy Expiration Date: 12/01/21 Insured; Lae Associates, fric, Policy k 72SBMUU2833 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 06 0 PDF created with pdfFactcry trial version wk��i���t6N com Hartford QUICKREFERENCE BU31NESS LIABILITY COVERAW FORK! READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension -- Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1, Bankruptcy Z Duties In The Event Of Occurrence, Offense, Claim Or Suit 3. Financial, Responsibility Laws 4, Legal Action Against Us S. Separation Of insureds 6. Representations 7. Other Insurance S. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES ,additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS PDF erea el iMpWaltory triai version ver.. gdffactory. cam Beginning on Page 2 2 3 10 14 15 1s 16 16 18 16 16 16 '17 18 18 K1] ABCDEFGHIJ 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. Throuchoat this Dolicy the words "you" and "your" refer to the Named insured shown in the Declarations. The words "we", "us" and "our" referto 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) tsmurbig Agiuumma a. We twill pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property; damage" or "persQnal and advertising injury" to which this insurance applies. we mu nave me rlgrn ana a.my -io defend the insured against any "suis" seeking those damages. However, we will. have no duty to defend the insured against any "suis" seeking damages for "bodily injury'". "property damage" or "personal and advoriioing injury" to which thio inouranoo does riot apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or"suit" that may result. But: (1) The amount ince will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits O. Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies (1) To. "bodily injury" and "property damage" only if: Form SS 00 08 04 05 (a) The "bodily injury' or "property damage" is caused by an "occurrence"'that takes place in the "coverage ter rhoiy;, (b) The "bodily injury" or "property damage" occurs during the policy period; and (e) Prior to the policy period, no insured listed under Paragraph 4. 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 ie ane policy penoo. znaz zne -uoauy 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 dccmcd to have bccn known prior to the policy period. (2) To "personal and advertising irijury" caused by an offense arising out of your business,, but only if the offense was committed in -the "coverage territory" during tho,polioy poriod. 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" rauthorizod by you to givo or rcooivo notioo of an "occurrence" .or claim: PDF created vAttt pdfFactory trial version 12 a8tory com old (1) Reports all, or any part, of the "bodily Injury" or "property damage" to us or any other insurer; Page 1 of 24 BUSINESS L.IA,BILiTY COVERAGE FORM (2) Receives a written or verbal demand or clalm'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 for 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 injuryP. e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the eGutT;�Iillg nr ui rairw' to Ml tri 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) Trie poyslclan,,, Ueritist, rlurse, 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 ornission together with all related acts or orhissions in the furnishing of these services to arty one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described Deiow Tor "Doolly injury.. causes Dy an accident: (1) on premises you own or: rent; (2) On ways next to. premises you own or rent; .or (3) Decauae of your operafions; provided that: (1). The accident takes place in the "coverage territory" and during the policy period; (2) The expanses are incurred anti 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 roasonably require. r b. We will make these payments regardless of fault. These paymerrs drill not exceed the applicable limit of insurance. We will pay reasonable expenses for., (1) First aid administered at the time of art accident; (2) Necessary medical, surgical, xray and dental services„ including prosthetic devices; and (3j Necessary ambulance, hospital, professional. nursing_ and funeral services. 3. COVERAGE EXTENSION -- 5LlFFl_=MhN!AIRY PAYMhNlS PDF create kMt pdfFactory trial version w.pdffactory..cain 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) Uly tu. x1,040 fvr the cpst-bf bail baild5 required because of accidents or tmific law violations arising out of the use of any vehicle to which Business liability Coverage for "bodily injurer" applies. We, do not have to famish these bonds. (3). Tire CUSt or appeal bUnUS or tonus to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to fumish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation Qr defense of the ciairn or "suit'%. including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured .in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. if we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (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 coup the hart of the iudament that is within the applicable limit of insurance. .Any amounts paid under .(i). through (7) above +Trill not reduce the limits of insurance. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM bl If we defend an insured against a "suit" So long as the above conditions are and an indemnitee of the- -insured is also met, attorneys' fees incurred by us In the namea as a party to the suit", +rte wilt aerense or mai inaernnnee, necessary defend that indemnitee if -all Qf the litigation expenses incurred by us and following donditions are met: necessary litigation expenses incurred {1). The "suit" against the Indemnitee by the Indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1,17.(Ia) of section la. — that is an "insured contract"; Exclusions, such payments gill not be (2) this insurance applies to such liability deemed to be damages for "bodily assumed by the Insured; injury." and "property damage" and will not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of tho defQnso of, that indQmnitee, Our obligation to defend an insured's has also been assurried by the insured indemnitee and to pay for attorneys' fees in the same "insured contract"; and necessary litigation expenses as Supplementary Payments ends when: (4) The allegations in the "suit" and: the information we know about the (1) We have used up the applicable limit "occurrence" are such that: no; conflict of insurance iit the payment of npponr:, 40 cxiaf botrbon the int0rc0t6 judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (S) The indemnitee and the insured ask Paragraph (6) above, are no longer met_ us to conduct and control the defense B. E +ELUSIONS of that indemnitee against such "suit" 1_ Aaaplicable To Business Liability Coveracie and agroo that we can asai!�n trio same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injurer (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) CoopQT.Rtc with ur in the standpoint of the insured. This investigation,. settlement or exclusion does not apply to "bodily defense of the "suit"; injury or property damage resulting from, the use of reasonable force to (ii) Immediately send us copies protect persons or property; or of any demands, notices; {g} "Personal and advertising injuiY' arising summonses or legal papers r_cceivcd in conn,cction with out of an offense committed by, at the the °suit"� direction of or with the consent or acquiescence of the insured wjth the {iii} Notify any other insurer expectation of inflicting "personal and whose coverage is available advertising injury" to the indemnitee; and b. Contractual Liability (1v) Cooperate with us with respect .to coordinating other ('r) "Bodily injury" cr"properiydamago"; ars applicable insurance available (2) "personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to; liability in a contrary. oragreement. (i), Obtain records and other This exclusion does not ar mly to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage" (iii) Conduct and control the or "personal and advertising injury" defense of the indemnitee in that the insured would have in the such "suit". absence of the contract or agreement: nr Fv 08 fly Page 3 of 24 PDF crew rrdi i p a6tory trial version chM.t Wgct_oN&QM BUSINESS L,IABIU Y COVERAGE FORM (b) "Bodily injury" or "property damage"' (Jb) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, Mat is an "insured contract", or provided the "bodily injury" or (2) The sponse, child, parent" brother or "property damage" occurs sister of that "employee" as a subsequent to the execution of the consequence .of (1) above. contract or agreement. Solely for This e5c+rlttslon applies: the purpose of liability assumed in an "insured contrast'", rea5enoblo (1) W'hotKor tho inoured may bo liablo. ao attorneys' fees and necessary an employer or in any other capacity; litigation expenses incurred by or for and a party other than an insured are (2) To any obligation to share damages deemed to be damages because of with or repay someone else who music "bodily injury' or "property damage" pay damages because of the injury_ provided: This exclusion does not apply to liability (i) Liability to such party far,. or far assumed by the insured under an "insured the host of, that patty's defense contract". has also been assumed .in the f: Pollution same "insured contract"! and {ii} Such attorneys' fees and (Z)"Bodily injury", "property damage" or litigation expenses are for "P?rconzil and advcrticing injury" arising out of the actual, alleged or defense Qf that party against threatened discharge, dispersal, a civil or alternative dispute resolution proceeding in which seepage, migration, release or escape "poltutarrts": damages to which this of insurance applies are alleged. (a) At or :from any premises, site or c. Liquor Liability location which is or wa , at any time owned or occupied by, or "Bodily injury" ar "property damage" for rented or loaned to any insured_ which any insured may be held liable by However,, this subparagraph does reason of not apply.to: .11) Causing or contdbuting to the (t) "Bodily injury" if sustained intoxication or any person; within a building and cau5cd by (2) The furnishing of alcoholic beverages to smoke, fumes, vapor or snot a person under the legal drinking age or produced by or originating from underthe influence of alcohol; or equipment that is used to heat, (3) Any statute, ordinance or regulation cool or dehumidify the building, relating to the sale, gift, distribution or or equipment that is used to use o2 aiconouc. neverages. heat water for personal use, by the building's occupants or their This exclusion applies only if you are in the guests; business of manufacturing, distributing, {ii) "Bodily injury" or "property selling, serving or furnishing alcoholic damage" for which you may be beverages- held liable, if you are a d. Workers' Compensation And Similar oontrxdor and the ovmor or Laws lessee of such premises. site or Any obligation of the insured under a location has been added to your workers' compensation, disability benefits policy as an additional insured or unemployment compensation law or with respect to your ongoing any .similar law. operations Wormed for that Q_ Empinyer's UaWffify additional insured at that "Bodily injury" to: premises, site or location and such premises, site or Ideation {1.} An "employee" of the insured arising is not and never was owned or out of and in the course of; o occupied by, or rented or (a) Employment by the insured; or loaned to, any insured, other than that addrional insured; or paga of 4 Form SS 00 08 04 05 PDF d6 -ale " p f a tory trial version �,t�t+�w.f� # t t r+t.+✓l�livl BUSINESS LIABILITY COVERAGE FORM {iiia} "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a Dy sucn insured, contractor or "hostile fii.re", subcontractor, (b) At or from any premises, site or: (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection jc) Which are or were at any time with operations being transported, handled, stored, performed by you or on your treated, disposed of, or processed behalf by a contractor or as waste by or for; subcontractor, or (i) Any insured; or .(iii) "Bodily injury" or "property damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whore you may be legally "hostile fire":, or responsible; (e) At or from any premises, site or d} At or from any premises, site or location on vrhich anv insured or location on wnich any insured or any contractors or subcontractors any contractors or suixontractors working directly or indirectly on any working directly or indirectly on insured's behalf are performing any insured's behalf are operations if the operations are to performing operations if the test "for, monitor, dean up, remove, "pollutants" are brought on or to contain, treat, detoxify or neutralize, the pmmiac5, Sitio or location in or in any way respond to, or assess connection with such operations the effects Of, "pollutants". by such insured, contractor or subcontractor. However, this (2} Any foss, cost or expense arising out subparagraph does not apply to: of any: (i) "Bodily injury" or "property (a) Request, demand, order or statutory ddil large" ttrlslntg out ur tile. nr, moulatml rariniramant that :Any escape of fuels, lubricantsor insured or others test for, monitor; other operating fluids which Olean up, ref' Ove, cotrtain, haat, are needed to perform the detoxify or neutralize, or in any way normal electrical, hydraulic or respond to; or assess the effects of, mechanical functions "pollutan`te; or neca£cary for the op®ration of {b} Claim. °or suint by .or on bchal: of a "mobile equipment" or its governmental authority for parts, if such fuels, lubricants damages because of testing for, or Other operating fluids monitoring, cleaning up, escape from a vehicle part removing,, containing, treating, dtsigried to hbld, 9&4§ & detoxifying or neutralizing, or in receive them. This exception any way respondinp to. or does not apply if the "bodily assessing the effects of, injury" or "property damage" "pollutants". arises out of the Intentional However, this paragraph does not discharge, dispersal or apply to liability for damages because release of the fuels, lubricants of "property damage" that the insured or other operating fluids, or If would have in the absence of such such fuels, lubricants or other request, demand, order or statutory or operating fluids are brought regulatory requirement, or such claim on or to the premises, site or or "suit" by or on- behalf of a location with the Intent that governmental -authority. they be discharged, dispersed or rin S 08 CIA 05 Rage 5 of 24 PDF A p ac tory trial version BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft 'Bodily id]uY' or. "property damage" arising out of the ownership, maintenance, use or entrustment to othem of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to. any insured. Use includes operation and "loading or. unloading". This exclusion applies evert if the claims against any insured allege negligence or other wrongdoing iri the supervision, hiring, employment, training or monitoring of others by that insured, if` the "occurrence" which Caused the "bodily injury" or "property damage" involved ' the ownership, mairrenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or: rented or loaned to any insured. This exclusion does not apply to: {1'.}' A uratereraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (til Not being used to carry pemons for a dharce: (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to. you .or the insured; (4) Liability assumed under any "insured wilt uvt rvl Ll m. VvViroral.iip, maintenance or use of aircraft or watercraft; (2) The use of "mobile equipment" 'in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity.. L War "Bodily injury",, "property damage" or ^rAmnnal anti nrivartkino Fpliory", hnw-Avar caused, arising, directly or Indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action, by a military force, including action in hindering or defending against an actual or expected attacK, try any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion; revolution, usurped power, or action taken by governmental authority .in hindering or aetendrng against any orthese. Ji. Professional Services "Bodily injury`' "property damage" or "Personal and advertising injury" arising out of th..e rendering of or failure to render any professional service. This includes but is not limited to: (i) Legal, accounting or advertising services; (2). Preparing, approving, or failing to prepare or approve maps, shop drdwir,gs, opiniorta; reporta, aurveya, field orders, change orders, designs or drawings and specifications; (5) "Bodily injury' or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph (4) Medical, surgical, dental, x-ray or r.(2) or 'r,(31 or the clerinnion or nursing services treatment, advice or "mobile equipment"; or instruction' (s) An aircraft that is not owned by any (5) Any health or therapeutic service insuredand is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this exception does not apply if the insured Any service, treatment, advice or has any other insurance for such "bodily "property inc truation for tho purposo of appearance or skin enhancement, hair injury" or damage",, whether Me other insurance is primary, excess, removal or replacement or personal contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Rndily inJnry'" nr '"rmparty rrarnng a" fitting, demonstration or diatribution of arising out of. ophthalmic lenses and similar (1) The transportation of "mobile products or hearing aid devices; equipment" by an "autd' owned or operated by or rented or loaned to any insured; or Pae of Form SS 00 08 04 05 P)DF Create with 1p f ac tory trial version BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs .(,1.),. (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes ano tale prescnpmg, aamage"tomer than aamage Dy tire) to preparatlon, fr ng,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 similar products; or fewer consecutive .days. A separate (9) any. Limit of Insurance applies to Damage To UP.L or It yr any, pall, or It arra rnalradW In Premises Rented To You as described in (a) Rndy pis.rnino (nnt indwilno par dectlon D. - Lirnfts Of irisurance. piercing); prevention of injury to a person or hazard". Paragraph {2) of this. exclusion does not (b) Tabooing, including but not apply if the premises are "your work" and limited to the insertion of were never Loccupiod, rented .or held for pigments into or under the skin; rental by you, and the damage arises was performed on your Paragraphs .(3). and (4) of this exclusion JG) Slrrruar services;. do not apply to the use of elevators. (10) Services in the practice of pharmacy; Paragraphs (3), '(4), (£) and (6) of this and exclusion do not apply to liability assumed (.11) Computer consulting, design or tinder a sidetrack agreement. programming services, including web Paragraphs (3) and (4) of this exclusion site des➢on. do not apply to "proporty damage" to Paragraphs (4) and (b) of this exclusion borrowed equipment while not being used do not apply to, the Incidental Medical to. perform Operations at a job site. Malpractice coverage afforded under Paragraph (C) of this exclusion does not Paragraph 1.e. in Section A. - Coverages. apply to "property damage" included in the k. Damage To Property "products -completed operations hazard". "Property damage" to: 1. Damage To Your Product (�) Property you own, rent or occupy, "Pr6ofly damage" is "your: peodui f' including any costs or expenses arising out of it or any part of it. incurred by you, or, any other person, m. Damage To Your Work organization or entity, for repair, replacement, enhancement, "Property damage" to "your work" arising restoration or maintenance of such UP.L or It yr any, pall, or It arra rnalradW In property for any reason, including the "products -completed operations prevention of injury to a person or hazard". damage to another's property; This exclusion does not apply i'i• the (2) Pf ffiis� ybu sell, give away of damaged work or the work out of which abandon. if the "propert3d damacre" the damage arises was performed on your arises out -of any part of those premises; penait oy a subconzracior. (3) Property loaned to you; n. Damage To Impaired Property Or Property Not Physically Injured (4) Personal property in the Dare, custody or control of the insured; "Property damage" to "impaired property" or property that has not been physically (5) That particular part of real property on irijared, arisino out of. which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the property damage or "your work"; or arms out of those opeMions; or t} A delay or failure by you or anyone (S) That particular part of any property acting on your behalf to perform a that must be restored, repaired or wiff aut Ur dulrerritirrl ill duuUluallUes replaced because "your work" was with Its terms. Incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and' acbidental physical Injury to "your product" or "your work" after it has been put to its intended use. t i� tft PDF area � lidl 08 04 trial version �lriU�+h1.i����at�rii.at5rrl Page T of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c). Title :of any literary or artistic Property work; Damages claimed for any loss, cost or (8) Arising out of, an offense committed expanse incurred by you Or Others for the by an insured -whose business is: loss of use, withdrawal, recall, Inspection, (a) Advertising, broadcasting, repair, replacement, adjustment, removal publishing ortelecasting; or disposal Of: .(b) Designing or determining content (1) "Your pracruCA"; of w®.b sites for others; orti (2) "Yourwork". or (cj An Internet search, access, (3} "Impaired property"; content or service provider. if such product, work or property is However, this exclusion does not withdrawn or recalled from. the market or apply to Paragraphs a., b. and c. from use by any person or organization under the definition of "personal and GGk:auZ,C ars d ruIUMI ui PubprUlUd d'Urcvt, aciverusing injury" in section G.. — deficiency, inadequacy or dangerous Liability And Medical Expenses condition in it. Definitions. p. Personal And Advertising Injury For the purposes of this exclusion, "Personal and advertising injury": placing an "advertisement" for. or (4)' Arising out of oral, written or linking, to others .on your web site, by itself, is not considered the business aiectronic publication of material, if 4f advertising, brfladcasting, done by or at the direction. of the publishing or telecasting; insured with knowledge of its falsity; (2j Arising out of oral, written or (9) Arising out of an electronic chat room or bulletin board the insurers hosts, electronic publication of material owns, or over which the insured wrhoao first publication took plow exercises control; before the beginning of the policy period. (10) Arising out of the unauthorized use of (3) Arising out of a criminal act another's name or product in your e-mail committed by ars at the direction of the any otheaddress, domain name or metatags, or r similar tactics to mislead insured-, another's potential customers; (4). Arising outr of any breach of contract, (41}, Arising out of the violation of a except an implied contract to use 'in person's right of privacy created by another's "advertising idea" your any state .or federal act. "advertisement"_; (6) Arising out of the failure of goods, However, this exclusion does not apply to liability for damages that the products or -services to conform vAth or in3urcd would have in the ab3cncc of any statement of quality such state or federal act; performance made in your "advertisement",. (12) Arising, out ph (S) Arising out of the wrong description of (a) An "advertisement" for others on the plica of goods, ptoduc bi satvi+ ; your web site; (7} A"ng out of any violation of any (h) Blaring a link to a web site of intellectual property rights such as others on your web site; copyright, patent, trademark, trade (c) Content from a web site of others name, trade secret, service mark or displayed within a frame or border other designation of origin or on your web site. Content includes authenticity. information, code, sounds, text, low ever, this cxc-fusion doea not graphite or imogee; or apply to infringement, in your (d) Computer code, software or "advertisement", of programming used to enable: (a) Copyright; -(I) Yourweb site; or (b) Mogan, unless the slogan is aisa (ll) The presentation or a trademark, trade name, service fi,nriinnaGry of an mark or other designation of origin "advertisement" or other or, authenticity; or content on your web site; PDF cchafe of 9A Form ss ao a8 04 Os wil:11 pdfFactory trial version w ffw. pdffactoN.co BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price alleging actual or threatened or value of any stocks, bonds or other injbry or damage of any nature or securities; or, kind to persons or property which (15) Arising out of discrimination or would not have occurred in whole or in part but for the "asbestos humiliation committed by or at the hazard'; riirAntinn of any 'rA)eArittiva n0inmr"; director, stockholder,, partner or, (b) Arise out of any request, demand, member of the Insured. order or statutory or regulatory q. Electronic Data requirement that any insured or others test for, monitor, clean up, Damages arising colt of the loss of, IQs* of remove, encapsulate, contain, use of, damage to, corruption of, inability treat, detoxify or neutralize or in lv access, ,vr, .I1.1011lry to rnarilpulaw ally way resputrd iu .u► aa� 11 re "electronic data". effects of'an "asbestos hazard"; or r. Employment -Related Practices (c) Arise out of any claim or suit for "Bodily injury" or "personal and damages because of testing for, advertising injury" to_ monitoring, cleaning up, removing, (1) A pomon arcing out of tiny: encapsulating, containing, treating, aetoxlrying or neurrarmng or In any (a) Refusal to employ that person; way responding to or assessing the (b) Termination of that person's effects of an "asbestos hazard". employment; or t. Violation Of Statutes That Govern E - (c) Employment-related practices, Mails, Fax, Phone Calls Or Other pnGcism, arts nr nmiccinnC, ca.rrh ac Methods Of Sending Material Or coercion, demotion, evaluation, Information reassignment, discipline, "Bodily injury", "property damage". or defamation, harassment, "personal and advertising injury" arising humiliation or discrimination directly or indirectly out of any action or directed at that person; or omission that violates or is alleged to (2) The spouno, child, parent, brother or Violate: sister of that person as a (1) The Telephone Consumer Protection consequence of "bodily in=jury „ or Ad (TCPA), including any personal and advertising inj=ury to amendment of or addition to such law; the person at whom any of the (2) The CAN -SPAM Act of 2[x03, employment-related practises described in Paraarauhs (o). (b), or including any amendment of or (c) above is directed_ addition to such raw; or This exclusion applies: ()Y statute, ordinans or regulation, other than the TCPA or CAN -SPAM Act (1)Whether the insured may be liable as of 2003, that prohibits or limits the an employer or in any other capacity; sending, transmitting, communicating or and distribution of material or information. (2) To any obligation to share damages Damage To Premises Rented To You — with or repay someone else who must Exception For Damage By Fire, Lightning pay damages because of the injury. or Explosion s. asbestos Exclusions c, through h. and k. through o. do (1) "Bodily injury', ,property damage" or not apply to damage by fire, lightning or "personsl and advertising Injury" explosion to premises rented to you or arising out of the "asbestos hazard". temporarily occupied by you with permission (2) Any damages, judgments, settlements, of the owner. A separate Limit of Insurance loss,cosisorexpensesthat: app=les to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance, PDF e e�tS VWi A PdYactCry trial version Page s of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To, Medical Expenses Coverage We will not nay expenses for "bodily inlu ff': a. Atiy Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or, .on behalf of any Insured ora 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' oompensation 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 I Inzard Included with the "products -completed operations hazard g. Business Liability Exclusions Excluded under Business Liability Coverage. G. WHO 15 AN INSURED 7, 1f 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 safe 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 yourbusiness. c. A limited liability company, you arse an insures. Your memners are also insureas, 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 WNW' 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 1WEARly as aluuKIwiUcla. e. A trust, you are an insured. Your trustees are also Insureds, but only with respect to their dutles 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 youi l usitYcss,. Or your' 1»Nlvyv-es`,: nttrar than either your "executive: officers" (if you are an organization other than a partnership, joint venture or limited liabilityoampany). or your managers (if are a limited liability company), but only for arcs within the scope of chair 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. (.z)` -uoauy injury- or „personal ana advertising 1 rY in'u '' {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 hot employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while pelrtnji,I1tIC,.J. UquVa IG14tw IV INV 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 Paragrapn (1)(a) al3ove; (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 (9)(a) or (b) above; or (d) Arising out of Nei or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) owned, .occupied or used by,. PDF c eat �°dt K pdfFactory trial version �db�Aw.gdffa� oly.corn Form 38 00 t18 t)4 05 (b) Rented to, %n the care, custody or control of,, or over which physical control is toeing exercised for any purpose by you,, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or jdint venture), or any member (if you are a limited liability company'. b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), dr any organization while acting as your real estate manager. r Tampnrary ramtnrlianr, f3f Yn►sr 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 mai properly: and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal rcpro3cntativc if you dic,, 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°x6 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 or insu .canoe. 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 thele 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 nr form the nrcani7ation lir thru AM of the policy period, whichever is earlier; and PDF eat i 9 pd actory trial version wA&w.pdff;actory.con 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 o►ganlzaflon, 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 aspect to liability arising out of the operation of the equipment, and only if no other insulanoo of any ldnd is available to that person or organization for this Ilaolllly. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -",employee" of' person dri -vino the equipment; or h. "Property damage" to property owned by, rented to, in the charge of or orompied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft tJVith respect to watercraft you do not own that is less than 51 feet long and is not being used Iv �,ai►y pvlsuiia ryl. a �Ul►a►yv,, ally pulwil is all 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 arisingout of the operation of tha wotorcraft, and only if no othar 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 ine watercran; 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. B. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organizaiion(s) identified in Paragraphs a, through L 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 sulrralvision, ttiat succi person or organization servicing as the vendor has be added as an additional insured Qrl your agreed to make or normally policy, provided the injury or damage occurs undertakes to make tri the usual subsequent to the execution of the contract or course of business, in connection agreement, orthe issuance of the permit. with the distribution or sale of the A person or organization is an additional insured under this provision only for that products; (r} Del nvnmuatrvii, period of time required by the contract, servicing or repair operations, agreement or permit, except such operations performed However, no such person or organization is an at the vendors premises in connection with the sate of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued t;gj Proaucts wnicti, ager aisr:n=ion by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part .or ingredient of additional im ;ured rQvQrage grants in 6ectiQn any other thing or substance by or F. — Optional Additional Insured Coverages. for the vendorr, or a. Vendors (h) "Lioduy injury" or "properly damage" arising ou< Qf 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 ourroducts" which are distributed p acting on Its behalf. However, or sold in the regular course of the vendor's u,is 6hCrusian dues not apply tui business and only if this Coverage Part provides coverage for "bodily injury" or fij The exceptions contained in "property damage" included within the Subparagraphs (d) or y, or "products -completed operations hazard".. (ii) Such inspections, adjustments, (i) The insurance afforded to the vendor tests or servidng as the vendor L% SnhjQri to the fniinwinp aririitinnal has agreed to make ornormalty exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by obligated insured person or oroani7ation from �P the ds�amagespUmi ut i.uasuiiwhom you have acquired such products, liability in a contract or or any ingt3eciient, part or Container, agreement. This exclusion does entering into, accompanying or not apply to liability for damages containing such products. that the vendor would have in the absence of the contract or b. Lessors Of Equipment agraomora; (1'). Any NGiavn, Ur Ulyanrtativn rt.vtn (b) Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change " Injury",. "property damage" or , personal and advertising injury. in the product made intentionally caused, in whole or in part, by your by the vendor; maintananae, operation or use of (d) Repackaging, except when equipment leased to you by such unpacked solely for the purpose of person or organization. Inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and, then repackaged in the original container;. Pae2 o 24 Form SS 00 08 04 05 PDF cfetaIJ i ft p ffartoryt trial version am. offla tou mm BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions 2 insurance, goes not apply to any "'000'<Irrorroe" which takes place after 4.�)Any state .or-palitical subdivision, but you cease to- lease that equipment. only with respect to operatians performed by you or on your behalf c. Lessors Of Lana Or Premises for which the state or political (i) Any person or organization from subdivision has issued a permit. uhnm ynii Iaaca land nr rrAmicac, hid (21 With resngr..t io the insuranr_* afforded only with respect to liability arising out to these additional insureds, this of the ownemhip, maintanance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. p. ersonal and advertising or „injury" With respect to the insurance afforded arising out of operations to these stdditional insureds, this performed for iho Elate or insurance does not apply to:, municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard'. premises; or f: Any Other Party (DJ 5'tructural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on behalf of such person or through e_ above, but only with organization. respect to liability for "bodily .injury", "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising iniury" .caused, in' whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect tb liability for "b6dily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury' caused, in whole (a) in, the performance of your or in part, by your acts or omissions or 6s3going operations; the acts or omissions of those acting on your behalf: ;b} lni oonnooiion with your prcrnk000 owned by or rented to you; or (a) In connection with your premises; or (c) in connection wish "your viork" and included v*hin the "products - (13) In the performance of your completed operations hazard., but ongoing operations performed by only if You or on your bohaif. (i) the written contract or written 2 (} lt�li#h respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage 'Lo follbwing additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily iniury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "Products - 'failure to render any professional completed operations services by or for you, including: hazard". (a) The preparing, approving, or (2) With respect to the insurance afforded failure to prepare or apprgve, maps, shop drwAngs, opinions, to these additional insureds_ this insurance does not apply to: reports, surveys, field orders, change orders, designs or "Bodily 'injury", "property damage" or - "personal drawings and specifications; or and advertising injury" arising out of the rendering of, or the (b) Supervisory, Inspection, failure to render, any professional architectural or enaineerina arr:hifor:iural..enoinPPring nr s,impyino activities, services, including: Q PDF treat reA p actm trial version Page 13 of 24 MM,�i�ff�t BUSINESS LIABILITYCOVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surreys, field orders,. change orders, designs or drawings and. specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. Limits Of insurance. Now this insurance applies , when other insurance is'auaiNbl'c 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 parEnorship, joint vanfurc or limited liobilify company that, is not shown as a -blamed Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OiF INSURANCE 1. Tho Moat 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 ofa. 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 raperations. hazard" is the Products -Completed Operations Aggregate Limit shown in the Dedamlions. b. n;;mappec hpraricp of Al nthpr "hodily injury", "property damage" or "personal and advedising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. 'This General Aggregate Limit applies separafely to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or, right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises wnile rentea -to you or temporarily oQoupied by yQu wPh permission of the owner, arising out of fire, lightning vir explosion. 8. Each Occurrence Limit Suhjprt tn 2.a. nr 2b nhnvp, whir hpvPr 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 twoJect to Z.D. agove, ine most we will pay Tor 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. S. Damage To Premises Rented To You Limit The Damage To Premises- Rented To You Limit Is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning'or explosion, while rented to you or temporarily occupied by you with permission of titer owner. In. the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds Tho moot Wo will pay on bohalf of a Psorcon or organization who is an additional insured under this Coverage Fart 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. Pae 4%, 14 Form SS 00 08 04 05 PDF dd-alJ Zvi h pffactory trial version w=. Qdnao_raom BUSINESS LIABILITY COVERAGE FORM if more than one limit of insurance under this 0.} Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or -suer,; the most we will pay legal papers receivea in connection under this policy and the. endorsements Is the with the claire or "wir; single highest limit of liability of all coverages (2} Authorize us ;to obtain records and applicable to such claim or "sult". However; this other information; paragraph does not apply to the Medical limit set forth in Paragraph 3. above, {3} t;cop$rate with its lis the Investigation, The limits of Insurance of this Coverage Part apply settlement of the claim or defense against the "suit: , and separately to each consecutive annual period and to any remaining period of less than'l,2months, starting ��} Assist us, upon our request, in the with the beginning of the policy period shown in the enforcement of any right against any Declarations, unless the policy period. is. extended Berson or organization that may be after issuance for an additional period of less than 12 liable to the, insured hemuse of, injury rrmvn(lI6. III Uteri +.a=r [lmc uW!inial pvtivo will uc or damatre to which this insurance may also apply_ deemed part of the last preceding period for purposes of determining the Limits of insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 4. Dankruptcy than for firet aid, without our eoncont. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties in The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence 'OrOffense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to However., this provision does not apply to it that We are notified as soon as practicable of an 'bccUrrence" or an the extent that you have agreed in a offense which may result, in a claim, To written contraL`t, written agreement or tho oicioni poocibla, nofiao should inoru6lo: permit. that this, insurance is primary and non-contributory with the additional 11.} How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) ThP natmm p and lnratinn of any injury any additional incur+ad only when such or damage arising out of the "occurrence", offense, claim or "suis" is "occurrence" or offense. known to: b. Notice Of Claim {1) You or any additional insured that is If a claim is made cr "split" is brought an individual; against any insured, you or any additional {2} Any partner, if you or an additional it wreu Irma, insured is a partnership; (1} immediately record the specifics of (3) Any manager, if you or an additional the claim or "suit" and the date insured is a limited liability company; received; and (4) Any "executive officer" or insurance (2} Notify us as soon As practicable. manager,, 'if you or an additional You or any additional incurod rrmuct coo to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The {6} Any elected or appointed official, if Insured you or an additional Insured is a You and any other involved insured must: political subdivision or public entity. FoOn 08W 1016 Page 15 of 24 PDF i'eatet�v�t#otail version .rt�ity.Qtn 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 pmvirlwl by tha rnliny for "hnrilly injury" liability and "property damage" ilabiliiy Will comply with the provisions of the lave 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 thane coverages. A. Legal Action Againct Uv No person or organization has a right under .this Coverage Form: a. To,join us as a party or otherwise bring us into a "wait" asking for damages from an insured; or b. To sire us On this Coverage Form unless all of its terms have been fully complied with. A. person or organization may sue us to recover on an a -greed settlement or pan a final judgment a.Aainst 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 claimaars, 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, itis if tach Namcd ln*um(d wcrc the only Named Insured; and b. Separately to each Insured against whom a claim is made or "suit' is bxought. 6. Representations a. Whon You Accopt Thic 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 Pae 6, 24 PDF �� � WI h p f aciorry trial version =.Ufflg CNmM (3) We have Issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards if unintentionally you should fail to disclose all hazards relating to the conduct of your business at the. inception date of this Coverage Part, we shalr not deny any coverage under this Coverage Pad because of such failure. 7. Other Insurance If other valid and Collectible insurance is available for a loss we cover under this Coverage Pan, our; onilgailons are rimittea 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, yviiffii cuLufv[[euy Vllivi Lm.ait,. (1) YburWork That is Fire, Extended Coverage, Builder's Risk. Installation Risk or similar coverage for "your wore% t23 Promises Rontad 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) Airrraft. Auto 4C1rWatprcraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. - Coverages. (6) Property Damage To Borrowed 1=quipmenz or use or Elevar ars If, the foss arises out of "properly 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 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance ine amount .or me loss, fr any, mac That is other insurance available to exceeds the sum of: .you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,, or products and completed absence of this insurance; and operations, for which you have been added as an additional insured by that (2) The total of all deductible and self - Insurance; or insured amounts under all that other Insurance. (F), When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess insurance provision and was not That is othor incuranoo avail.ablo to an hnuaht zpAnifirally to Apply in AYPACC n:` the additional insured. Limits of Insurance shown in the However, the following provisions Declatations of This C.overaga Pail apply to other insurance available to c. Method Of Sharing any person or organization who is an 'If all the other insurance permits additional insured under this contribution by equal shares, we will Covoragc Part: rollow, V11.5 1`1101HI t7 c1150. Unuer xt115 (a) Primary Insurance When approach, each insurer contributes equal Required By Contract amounts -until it has paid its applicable This insurance is primary if you limit of insurance or none of the loss have agreed in a written Contract, remains, whichever comes first; written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other coninpullon ay equal snares, we win insurance is also primary, we will contribute by limits. Under this method, share with all that other insurance each insurer's share is based on the ratio of by the method described in c. its applicable limit -of insurance to the total below. applicable limits of insurance of all insurers. {b} Primary And Non. -Contributory S. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If, the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and rtnn-rnntrihntnry with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit' or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a) and Jb) do not apply to apply to Medical Expenses Coveraue. other insurance to which the b. Waiver Of Rights Of Recovery (Waiver additional insured has been added as Of Subrogation) an additional insured, If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or, part of any defend the insured against sny "cult" if payment., including Supplementary any other insurer has a duty to defend the Payments, we have made under this Insured against that "suit". If no other Coverage Part, we also waive that right, Insurer defends, we will undertake to do provided the Insured waived their rights of so, but we will be entitled to the insured's recovery against such person or aghts against all those other insurers. organization In a contract, agreement or harmlt that was aYantitp i prinr tn the Injury or damage. a Page � r of 24PDP re'�� on 08 ndad#rY trial v�r�f�e BUSINESS LIABILITY COVERAGE FORM F OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED urid"er Section C_ is If listed or shown as applicable in the amended to Include as an additional insured Declarations, one or more of the following the persan(s) tier orVanization(s) shown In. the Optional Additional Insured Coverages also apply. Declarations as an Additional insured - When any of these Optional Additional Insured Grantor Of Franchise,.but only with respect to Coverages apply, Paragraph S. (Additional their liability as.grantor of franchise to you. Incurodo Whon Roquirod by writtorr Cohtraot, 4- Additinnal Insured - Lessor Of Leased Written Agreement or Permit) of Section C., Who Equipment Is An Insured, does not apply to the person or a. WHO IS AN INSURED under Section C. organization shown in the Declarations. These is amended to include as an additional coverages are subject to the terms and conditions insured the person(s) or organization(s) applicable to. Business Liability Coverage in this shown in the Declarations as an Additional pnliay, PXca-pt aS prnviriprl hPlnw, Inourod Loosor of Loacod Equipmont, 1. Additional insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in,whole or amended to include as an additional insured in part, by your maintenance, operation or use of equipment leased to you by such the person(s) or organization(s) shown in the persnn(s) or organi7afionN. Geclarailons, Dui only wain mspeci io Ilabliny for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In, the performance of your ongoing a. Addiiuvr,al 111MUFMi .- OVY]I b O, OUIVI operations;, or Interests From Whom land Has Been b- In connection with your premises owned Leased by or rented to you. a. WHQ IS AN INSURED under Section -d. 2. Addifsonal insured - Managers Or Lessors is amended to, include as an additional Of PmM isas insured the. person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured —Owners Or Other interes`is From amended to include as an additional insured Whom Land Has Beer. Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional insured - ownership, maintenance -or use, of that Designated Person Or Organization; but part of the land leased to you and shown only with roopoat to liability arioing out of tho iit the DeLlarations_ ownership, maintenance or use of that part k, With respect to the insurance afforded o of the premises leased to you and shown in these additional insureds, the following the Declarations, additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional'�oxclupiQn* apply: (1) Any "oocurranca" that takac pincer This insurance does not apply to. after you cease to lease that land; or (1), Any "occurrence" which takes place (2) Structural alterations, new construction or demolition operations after you cease to be a tenant In, that performed by or on behalf of such premises; or person or organization. (2) Siruclural alterations, nAw construction or demolition operations b, ACJartlonal insures - b -tate or Political performed by or on behalf of such Subdivision - Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to Include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 8 0 24 Form 35 00 08 04 tis PDF �rt�StCr� Wi i"l pdfFactM trial version Ea. gffl =rSl.CgM BUSINESS LIABILITY COVERAGE FORM Insured - State Or Polltical Subdivision - (e), Any failure to make such Permits, but only with respect to inspections, adjustments, tests or Operations perrormea oy you or on your servicing as the venaor nas agreea behalf for which the state or political to make gr n4rrr'mlly undertakes to subdivision has: issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: M Demonstration, installation, This insurance does not apply to: servicing of repair operations, (1), ,Bodily injury"., "property. damage" or except such operations performed "Personal and advertising injury" at the vendor's premises 1nconnection with the sale of the arising out of operations performed for product; the state or munic.pality; or fey "Bodily iiijuiy" vi '*VJ'VVt:rty daiiiax+yv" (g) Products which, after distribution 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 7. Additional insured — Vend"ors any other thing or substance by or a. WHO IS AN INSURED under Section C. forthe vendor; or is amended to include as an additional (h) "Bodily iniuW or "property insured the person(s) or organizations) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as art Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injurer" or "property damage" -arising out of acting on its behalf. However, "your products" which are distributed or this exclusion does• riot apply to: sold in the regular course, of the vendor's (i) The exceptions contained in business and only if this Coverage Part "bodily Subparagraphs (d)rorif);or provides coverage for injury" or "property damage" included within the (ii') Such inspections, "products -completed operations hazard". adjustments, tests or b. The. insurance afforded to the vendor is servicing as the vendor has subject to the following additional agreed to. make or norm2ny exclusions: undertakes to make in the usual course of business, in (1 ) This insurance does not apply to: connection with the (a) "Bodily injury" or "property distribution or sale of the damage" for which the vendor is products• obligated to pay damages by (2) This ineuronoo doac not apply to any reason of the assumption of insured person or organization from liability in a contract dr whom you have acquired such agreement. This exclusion does products, or any ingredient, part or' not apply to liability for damages container entering into, that the vendor would have in the accompanying or containing such absence of the contract or products. agreement,; 8. Additional Insured — Controlling Interest (b) Any express warranty unauthorized by you; WHQ, IS AN INSURED under Section C. is amended to include as an additional insured c Any physical or chemical change the 'person(s) or organizations) shown in the in the product made intentionally Declarations as an Additional Insured — bY the vendor} Gvnlivlllny' InlciGat, 1Jul vnly with rrap c! tv (d) Repackaging, unless unpacked their liability arising out of: solely for the purpose 'of inspection, a. Their financial control ofyoui,or demonstration, testing, or the substitution of parts tender b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged In tire vrlginal container, PDF �I + 08 05 Page 19 of 24 �A p adtory trial version BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed t).y ,or for that person or 4r��niZ.�`si4n. S. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHn 1A AN IN qI IRM txnriar Simntinn C_ is amended to- include as an additional insured the oarson(�) or organi2ation(s) shown in the Declarationsas an Additional Insured—Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing oDerations 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 chis Cewvi=raoa Part pmviriPn, coverage for "bodily injury or ,property damage" included within the "products -completed operations hazard b. lftlith respect to the insurance- afforded to these additional insureds, this insuranee 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, .includina: (I) The. preparing, approving, orfailure to prepare or approve, maps, shop drawfings, opinions, reports, surveys, geld orders, change .orders, designs or drawings and specifications; or t2y Cupcnrr30ry, in3pection, architectural or engineering activities. 10. Additional insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section G. is amended to. include as an additional insured the person(s) or Organizations) shown In the Declarations as an Additional Insured — Go - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown .in the Declarations, The limits of insurance that apply to additional insureds are descrlbed :in Section D: — Limits Of insurance. How tills insurance applies when ether 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: Page 04 24 PDF i��St�5 1fJ1 h p f actory d=ial version www. U fg u,. get a. '(11 Radio; (2). Television, (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that Is, about goods, products or - services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed. material, information or images contained in,. 'on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "udvorticflmont". 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 designer] for travel on public roads, including any attached machinery 4r 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. Q. "Covorrago torritory" rnoono: Form SS 00 08 04 09 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including b. You have failed to fulfill the .terms of a its tenitories and possessions), Puerto contract or agreement; Ktco anti Canaaa; if such property can- be restored to use by: b. International waters or airspace, but only if a. The repair,, replacement, adjustment or the injury or'damage .occurs in the course removal .of "your product" or "your woff'; of travel or transportation between any or places included tri a. above; c All nihQr harts r,f the world if the injury nr b. Your fulfilling the terms of the contract or. damage arises out of: agrccir�ent. (1) Goods or products made or sold by you 12. "Insured contract" means: in the territory described in a. above; a. A contract far a lease of premises. {2} The activities. of a person whose However, that portion of the contract for a lease of premises that indemnities any home is in the territory described in a. person or organization fordamage by fire, above, but is away for a short time onlightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. — Liability and Medical Expenses Vmiis provided the insured's responsibility to pay of Insurance. damages is determined in,the United States of b. A sidetrack agreement; America (including its teniories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license suit on, the merits according to the 'in agreement in connection with construction substantive law Such 'territory, or in a settlement we agree to. nr riamnlitinn nneratinmc nn nr within Sn feet of a railroad;. Z. "Electronic data" means information,_ facts or d. Any obligation, as required by ordinance, programs_ to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining tar your business applications software, hard :or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells;, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the fort liability of another equipment. party to pay for "boany Injury- or "property S. "Employee" includes a "leased worker. damage" to a third person or organization, "Employee" .does not include a "temporary provided the "bodily injury" or "properly +worker". damage is caused, in whole orjn part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would arky of thc- orficcr paaifiona C,m atcd by your be imposcd by law in tho abvcncc of any charter, constitution, by-laws or any other contract or agreement. similargoveming document. Paragraph f includes that part of any Iii. "Hostile fire" means one which becomes contract or, agreement that indemnifies a uncontrollable or breaks out from where It was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, duruvlltturi nperquvna vviiliru oo rtmt cr ariy other than "your product" or "your work", that railroad property and affecting any cannot be used or is less useful because: railroad bridge or trestle, tracks, road - a. it incorporates "your product" or "your work" beds, tunnel, underpass or crossing. that is known or thought to be defective, However, Paragraph L dues not include deficient, inadequate or danaerous: or that part of any contract or agreement: PDF c eateRmmU pMctory trial version �m.120actoly.coPage 21 of 24 BUSINESS LIABILITY COVERAGE FORM (.1) That indernnifres ;an architect, (1). Power cranes, shovels, loaders, engineer or surveyor for injury or diggers Or drills; or damage arising out of: utZ} Road construction, or resurfacing ta; Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps,, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, fleld orders, change above that are not self-propelled and are orders, designs `ol drawings and mAintained' primarily lb provide mobility to specifications; or permanently attached equipment of the (b) Givi,no direction$ of insttuctiofrs, following types: or (,ailing to. give them, if that is `€g} Air compressors, pumps and the primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, {2} Under which the insured, if an geophysical oxplor-ation, lighting and architect, engineer or surveyor, well servicing equipment; or assurnes liabilify for an injury or (2) ,Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or, failure to render f fffl€ssiortal services, iricluding th Vehicles not describedIn a., [�., c., or d. listed in. 411) above and supervisory, above maintained primarily for purposes inspection; architectural or other than the transportation of persons or engineering activities. cargo, 13: "Leased worker" means a person leased to However, self-propelled vehicles with the following types of permanently attached you by a labor leasing flan under an agreement between you and .the labor leasing equipment are net mobile equipment" but "autos": firm, to raerform Atities reiated tin the condur_i will be considered of your business. "Leased worker" does not (1) Equipment, of at least 9,000 pounds include a "temporary worker": grcgs vehicle weight, designed 14. "Loading or unloading" means `the handling of primarily for: property: (Al Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not acceptea for movement into or onto an construction or.resuracing; or- raircraft, aircraft,watercraft or "auto"; (c) Street cleaning; b. While it is in or on an aircraft, watercraft (2) Cherry packers and similar devices or "auto"; or mounted on automobile or truck c: 'while it is being moved from an aircraft, chassis and used to raise or lower watpmxaff dr "ar,in" to the plana whAra it iS workers: and Anally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property 'by means of a welding, building cleaning, mechanical device, other than a hand truck, that geophysical exploration, lighting and is not attached to the aircraft, watercraft or well servicing equipment. Marin" I a. -CkAml mn lu , l i rear rq all du utn ll, iu rt luuil l9 15. "Mobile equipment" means any of the continuous or repeated exposure to substantially following types of land vehicles, Including any the same general harmful conditions. attached machinery or equipment: 17. "Personal and advertising injury" means a, I3ull0o;:ers, farm machinery, forklifts and injury, including con, cquential "bodily injury", other vehicles designed for use principally arising out of one or more of the following riff public roads; offenses: b. Vehicles maintained for use solely on or a. f=alse arrest, detention or imprisonment; next to, premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads, d. Vehicles,_ whether self-propelled or not, on which arc pormanontly mounted: Page2 o 24 Form SS 00 08 04 05 PDF d6dli3+�VV1' h pdfFactory trial version m41ruiadih-cl—orlf.com BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction: from, wrongful entry Work that may need service, into, or invasion of- the right of private maintenance, correction, repair or occupancy of a room, gwelling or replacement, nut w 1nicn its oinemse pfemiseg that the p@NQn 000vples, complete, will. be treated as completed. committed by or on behalf of its owner, The "bodily Injury" or "property damage" landlord or lessor; must ,occur away .from premises you own d. Oral, wt rltten or electronic publication of or rent, unless .your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or proaucr' ror consumption on premises you organization's goods, products or own or rent. services; b. Does not include "bodily injury" or e. Oral, written or electronic publication of "property damage" arising out of: material that violates a person's right of (1) The transportation of property, unless privacy, the injury nr rlamarga nricac nir: of n f: Copying, in your "advertisement",, a condition in. or ona vehicle not owned pefwn's or organization's "advertising cit opatated by you, and thal rartditioh idea" or style of "advertisement"; was created by the "loading or g. Infringement of copyright, slogan, or title unloading" of that vehicle by any of any literary 'or artistic worts, in your insureds or "advertisement": nr (2). The gxlsforiec of tools. uninstal[od h. Discrimination or humiliation that results equipment or abandoned or unused in injury to the feelings or reputation of a materials. .natural person. 20. "Property damage" means: 98. "Pollutants" means any solid, liquid, ,gaseous or a. Physical 'injury to tangible property, thermal irritant or contaminant, including smoke, including all resulting loss of use of that vapor, soot, rumes, acias, amaus, cnemlcals ana property. All such loss of use scull be waste. Taste includes materials to be recycled, deemed to occur at the time of the reconditioned or reclaimed. physical injury that caused rt; or 19. "Produces- completed operations hazard"; b. Loss of use of tangible property party chat is not a. includes all "bodily injury" and "property physically injured.. All such loss of use darnnop" ncrrrrrino awray frnm rirPmisP4 shall be deemed to occur at the time of you own or rent and arising out of "your "occurrence"that caused it. product" or "your work" except: As used in this. definition, °electmnio data" is (1) Products that are still in your physical not tangible property. possession; ,or 24. "Suit" means a civil proceeding in which (2) Work that has not yet been completed damages because of "bodily injury", "property ur abarrdurivU. Huvyavet, "your tivork damago" or "porsonal and advorising injur.V' will be deemed to be completed at the to which this insurance applies are alleged. earliest of the following'times: "Suit" includes: (a) When all of the work called for in a. An arbitration proceeding in which such your contract has been damages are claimed and to which the completed. insured must submit or does submit with {b} When all of the work to be .done our oonacnt; or at the job site has been completed NAny 4#4er ell#erlla#iYe dispute rml4l#i4ll if your contract calls. for work at proceeding in which such damages are more than one job site. claimed and to which the insured submits (c) When that part of the work done with our consent. at a jnh alta has bean rid to its 22. "Temporary worker" means a person who is intended use by any person or furnished to you to substitute for a permanent organization other than another "employee" on leave or to meet seasonal or contractor or subcontractor short-term workload conditions. working on the same project. 23. "Volunteer worker" means a person who: a. .Is not your "employee f r fi- &o trial versiofi 1L .h� S if�l. dti1 Page 23 of 24 PDF �i°e�� Il/l � �s � 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 dr other compensation by you or anyone else for tbeirwork performed for you. 24. 'Your product", Q. MCciI1S: {.1 It Any goods orproducts, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You, (b} Other, trading under your name; or (Q A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment lumished in, connection with such goods or products. b. Includes_ (1) Warranties or representations made -it any tiend with roepect to the fitr ene, quality, durability, performance or use of "your product"; and (2) The providing of ot" failure to provide warnings or Instructions. c. Does not include vending machines or other- property, rented tri or located for the use of others but not sold. 25. 'Yourwork": a. Means: (1) Work or operations performed by you or -on, your behalf; and (2r Materials, parts 6r equipment fumished ia. connection with such work or operations. b. Includoe: (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 of failure to provide warnings orinsiructions_ Paer vA pd4 4 24 , Form SS 00 08 04 05 PDF creEefFai tory trial version www,pdffacto Learn PROFESSIONAL SERVICES AGREEMENT for Lampson Avenue Bike Lane Gap Closure Project - Project Management Services Between City of Seal Beach 211 8th Street Seal Beach, CA 90740 0 LAE Associates, Inc. 650 N. Rose Drive, #182 Placentia, CA 92870 (714) 993-2840 This Professional Service Agreement ("the Agreement") is made as of May 20, 2019 (the "Effective Date"), by and between LAE Associates, Inc. ("Consultant'), a Corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). RECITALS A. City desires certain professional services. B. Consultant represents that it is qualified and able to provide City with such services. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Consultant shall provide those services ("Services") set forth in the attached Exhibit A, which is hereby incorporated by this reference. To the extent that there is any conflict between Exhibit A and this Agreement, this Agreement shall control. 1.2. Consultant shall perform all Services under this Agreement in accordance with the standard of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. 1.3. In performing this Agreement, Consultant shall comply with all applicable provisions of federal, state, and local law. 1.4. Consultant will not be compensated for any work performed not specified in the Scope of Services unless the City authorizes such work in advance and in writing. 2.0 Term This term of this Agreement shall commence as of the Effective Date and shall continue for a term of 18 months unless previously terminated as provided by this Agreement. 3.0 Consultant's Compensation City will pay Consultant in accordance with the hourly rates shown on the fee schedule set forth in Exhibit A for Services but in no event will the City pay more than $24,760. Any additional work authorized by the City pursuant to Section 1.4 will be compensated in accordance with the fee schedule set forth in Exhibit A. Page 2 of 9 4.0 Method of Payment 4.1. Consultant shall submit to City monthly invoices for all services rendered pursuant to this Agreement. Such invoices shall be submitted within 15 days of the end of the month during which the services were rendered and shall describe in detail the services rendered during the period, the days worked, number of hours worked, the hourly rates charged, and the services performed for each day in the period. City will pay Consultant within 30 days of receiving Consultant's invoice. City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Consultant. 4.2. Upon 24-hour notice from City, Consultant shall allow City or City's agents or representatives to inspect at Consultant's offices during reasonable business hours all records, invoices, time cards, cost control sheets and other records maintained by Consultant in connection with this Agreement. City's rights under this Section 4.2 shall survive for two years following the termination of this Agreement. 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving the other party written notice thereof not less than 30 days prior to the date of termination. 5.2. This Agreement may be terminated by City upon 10 days' notice to Consultant if Consultant fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 6.0 Party Representatives 6.1. The Director of Public Works is the City's representative for purposes of this Agreement. 6.2. Fred Alamolhoda is the Consultant's primary representative for purposes of this Agreement. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: Page 3 of 9 To City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: Public Works Director To Consultant: LAE Associates, Inc. 650 N. Rose Drive, #182 Placentia, CA 92870 Attn: Fred Alamolhoda 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Independent Contractor 8.1. Consultant is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Consultant or under its supervision. Consultant will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 8.2. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Consultant's personnel practices. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. 9.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Consultant is fully responsible to City for the performance of any and all subcontractors. Page 4 of 9 10.0 Assignment Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. 11.0 Insurance 11.1. Consultant shall not commence work under this Agreement until it has provided evidence satisfactory to the City that Consultant has secured all insurance required under this Section. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements shall be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 11.2. Consultant shall, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and, if required by the City, (3) Professional Liability. Consultant shall maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Professional Liability: $1,000,000 per claim/aggregate. 11.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage shall be primary insurance as respects the City, its directors, officials, officers, Page 5 of 9 employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 11.4. All insurance required by this Section shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 11.5. Any deductibles or self-insured retentions shall be declared to and approved by the City. Consultant guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 12.0 Indemnification, Hold Harmless, and Duty to Defend Consultant shall defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents serving as independent contractors in the role of city officials (collectively "Indemnitees") free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts or omissions of Consultant, its employees, or its agents in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses, except for such loss or damage arising from the sole negligence or willful misconduct of the City. With respect to any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against Indemnitees, Consultant shall defend Indemnitees, at Consultant's own cost, expense, and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered against Indemnitees. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity Page 6 of 9 herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its directors, officials, officers, employees, agents or volunteers. All duties of Consultant under this Section shall survive termination of this Agreement. 13.0 Equal Opportunity Consultant affirmatively represents that it is an equal opportunity employer. Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, sexual orientation, or age. Such non-discrimination includes, but is not limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. 14.0 Labor Certification By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 15.0 Entire Agreement This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. 16.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. Page 7 of 9 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests; Conflict of Interest 20.1. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Consultant further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Consultant shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Consultant shall not accept any employment or representation during the term of this Agreement which is or may likely make Consultant "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Consultant has been retained. 20.2. Consultant further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Consultant, to solicit or obtain this Agreement. Nor has Consultant paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Consultant, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Consultant hereunder the full amount or value of any such fee, commission, percentage or gift. 20.3. Consultant warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non - contractual, financial, proprietary, or otherwise, in this transaction or in the business of Consultant, and that if any such interest comes to the knowledge of Consultant at any time during the term of this Agreement, Consultant shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this subsection. 21.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from Page 8 of 9 the losing party all of its attorneys' fees and other costs incurred in connection therewith. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority The person executing this Agreement on behalf of Consultant warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, the Consultant is formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: Steve Myrter, Director of Public Works Page 9 of 9 CONSULTANT, LAE Associates, Inc. TA4U Laii �.i f Exhibit A Scope of Services LAE Associates, Inc. May 1, 2019 Mr. Steve Myrter, P.E. Public Works Director City of Seal Beach - City Hall 211 Eight Street Seal Beach, CA 90540 PROJECT- CONSTRUCTION -PROGRAM MANAGEMENT City Services - Staff Augmentation Capital Project Planning - Transportation Funding Strategies Caltrans Local Assistance Services SUBJECT: PROPOSAL TO PROVIDE PROGRAM MANAGEMENT SERVICES FOR CITY OF SEAL BEACH'S FEDERAL ATP PROJECT - LAMPSON AVE. BIKE LANE GAP CLOSURE PROJECT NO. ATPLSB1 L - 5229 (017) Dear Mr. Myrter: LAE is pleased to submit this proposal to provide Program Management Services for the subject project. LAE Associates, Inc. (LAE) staff has a substantial amount of experience in Construction Management, Project/Program Management, Construction Observation, Delivering of Federally, State, and Locally Funded Projects, Staff Augmentation for Cities and other public agencies. Scope of Services: Below is LAE's understanding of the project and the services to be provided. The City has already obtained California Transportation Commission's (CTC) approval for the Project Approval & Environmental Documentation (PA&ED) funds for $27,000, which need to be spent by June 30, 2020. Due to Federal funding, the project will require approval of the California Environmental Quality Act (CEQA) by the City, National Environmental Policy Act (NEPA) and Right of Way Certification approvals by Caltrans (CT). Additionally, the project will require two additional CTC approvals and two E -76s [Plans, Specifications & Estimates (PS&E) and Construction Allocations and E -76s] in accordance with the CT Local Assistance Procedures Manual (LAPM). Start the Federal Process: Review the City's ATP funding application. Participate in a project kick-off conference call. Prepare the City's Federal Fiscal Year (FFY) 18/19 and 19/20 Annual Disadvantaged Business Enterprises (DBE) Documentations. Quarterly ATP Reporting: Prepare quarterly reports for the City staff's review and submission to CT (verify if 2019's first quarterly report was submitted). National Environmental Policy Act (NEPA) Process: Visit the project site; take photographs and notes, if needed. Prepare Preliminary Environmental Studies (PES) form and the back-up documentations such as printouts, Initial Site Assessment Checklist, and Geo -Tracker printouts. Coordinate and review the PES form and back- up documents with City Staff for submission to CT to obtain PES and NEPA approvals. 650 N. Rose Drive, #182, Placentia, CA 92870 (714) 993-2840 Page 2 of 3 Proposal Program Management May 1, 2019 Quality Assurance Program (QAP): Prepare a QAP in accordance with the CT- LAPM requirements for the City review, signature and submission to CT for approval. CTC Allocation Request: Prepare design CTC Allocation Request for the City, Orange County Transportation Agency (OCTA), CT and CTC's review/processing (PS&E Allocation Request). Request for Authorization (RFA) — Design Funds Obligation/E-76 Approval: Prepare a design RFA package in accordance with the CT-LAPM requirements. Review the RFA with the City staff and submit to CT. Coordinate/incorporate CT comments to obtain Design E-76. Consultant Selection Process: Review the project details, schedule, constraints and LAPM Chapter 10 requirements with the City Staff. Assist the City staff to prepare an Independent Cost Estimate (ICE) for design services. Prepare a consultant contract DBE goal. Ensure the City has a Federalized Professional Services Agreement (PSA). Review design proposals for federal compliance (e.g. debarment, DBE, etc.). Assist the City with CT's Exhibit 10-C process to obtain CT's approval of the consultant selection process before consultant contract award. Project Invoicing: Prepare a total of four CT reimbursement invoices in accordance with CT-LAPM. Right of Way (R1W) Certification: Prepare CT's required City staff qualification documentation to work on right of way certifications to CT (new requirements by CT - district; verify if district 12 requires such documentation). Review CT public utilities' prior rights requirements with the City/design team. Review proper notification of impacted utility companies. Review CT RMI certification requirements with the City/design team. Ensure project team obtains the required encroachment(s), if any. Prepare the required RMI certification package. CTC Allocation Request (Construction Phase): Prepare construction CTC Allocation Request for the City, OCTA, CT and CTC's review/processing. Construction Authorization (E-76 Application): Upon completion of the PS&E package, review the PS&E package, prepare construction contract specific DBE goal, incorporate federal provisions in the final specifications and prepare the construction RFA package in accordance with the LAPM requirements and submit them to CT. Coordinate/incorporate CT comments to obtain Construction E-76. Information from the City: The City to provide ATP funding application, project concept design plans and other exhibits for the preparation of PES form. The City/Design team to provide the required Utility Notice to Owners, utilities prior right determinations, Utility companies' responses regarding utility adjustments (e.g. manholes, water/gas valves, various vaults, and other minor/major utilities impacted); review the process with the City/Design team. The City is to also provide Plans, Page 3 of 3 Proposal Program Management May 1, 2019 Specifications, final Engineer's Estimate, project construction schedule, and other documents/information pertaining to the project. Fee Estimate: We estimate the following number of hours are required to complete these services. Programming Coordinator $135 120 $16,200 Eng. Aide/Admin Assistant $65 24 $1,560 Project Principal $175 40 $7,000 Total Fee $24,760 Thank you for requesting LAE to submit this revised proposal. Should you have any questions, please contact me at (714) 993-2840 or FredA@LAEassociates.com Sincerely, Fred Alamolhoda, P.E. President ,a►c Rc%' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 05/31/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS 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 CONTACT CHESAPEAKE INS SERVICES, INC/PHS 72253215 NAME: PHONE (866)467-8730 (A/C, No, Ext): FAX (888)443-6112 (A/C, No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio, TX 78265 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC0 CLAIMS -MADE OCCUR INSURED INSURERA : The Sentinel Insurance Company 11000 LAE ASSOCIATES INC 650 N ROSE DR # 182 The Hartford Accident and Indemnity INSURER B . Insurance Company 22357 PLACENTIA CA 92870-7513 INSURER C : X General Liability INSURER D: INSURER E: A INSURER F: 72 SBM UU2333 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/D POLICY EXP MM/DD/Y LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $1,000,000 CLAIMS -MADE OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP (Any one person) $10,000 X General Liability A 72 SBM UU2333 06/01/2019 06/01/2020 PERSONAL a ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑ PRO- LOC JECT X PRODUCTS - CON P/OPAGG $2,000,000 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 Ea accident BODILY INJURY (Per person) X ANY AUTO B ALL OWNEDSCHEDULED AUTOS AUTOS 72 UEC JH2792 06/01/2019 06/01/2020 BODILY INJURY (Per accident) X HIRED NON -OWNED AUTOS X AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB X OCCUR EACH OCCURRENCE $1,000,000 A EXCESS LIAR CLAIMS - MADE 72 SBM UU2333 06/01/2019 06/01/2020 AGGREGATE $1 ,000,000 DED X I RETENTION $ 10,000 WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY ATI ER E.L. EACH ACCIDENT ANY Y/N PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N/ A E.L. DISEASE -EA EMPLOYEE (Mandatory in NH) If yes, describe under E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 211 8TH ST BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED SEAL BEACH CA 90740-6305 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ACORV CERTIFICATE OF LIABILITY INSURANCE MIDDY DATE051311!2019/2019 ) THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Yolanda Smith Chesapeake Insurance Services IncPHDNE . (816) 898-1043 (818) 898-1643 ac No CA License: 0799383 IL ADDRESS: 15501 S F Mission Blvd., #300 INSURERS) AFFORDING COVERAGE NAIC 9 Mission Hills CA 91345-1359 INsuRERA: State Comp Insurance Fund 35076 INSURED INSURERS: U.S. Specialty Insurance 29599 LAE Associates, Inc INSURERC: 650 N. Rose Drive, #182 INSURER D : INSURER E: Placentia CA 92870 INSURER F : COVERAGES CERTIFICATE NUMBER: 19/20 (M) E&O 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. NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OFANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE INSD yyyD POUCY NUMBER (MMIDDNYYY) (MMIDDtNYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE F OCCUR PREMISES Eaoccurrence $ Mm EXP (Any one person) $ PERSONAL 8 ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ POLICY [:] JECT F—] LOC PRODUCTS - COMPIOPAGG $ $ OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY P PROPERTY DAMAGE $ Per accident $ UMBRELLA LAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAS CLAIMS -MADE DED I I RETENTION $ $ WORKERS COMPENSATIONY PER OTH- A AND EMPLOYERS' LIABILITY r N A NY PROPRIETORIFARTNERIEXECUTI VE � OFFICERIMEMBER EXCLUDED? (Mandatory in NH) NIA 1862986-18 12/01/2016 12/01/2019 STATUTE ER EL EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT $ 1,000,000 B E&OArchitect &Engineers USS 19 29822 06/01/2019 06/01/2020 Limits: Deductible: $2,000,000/Per Claim $15,000 $2,000,000/Aggregate DESCRIPTION OF OPERATIONS 1 LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Certificate Holder is listed as additional insured in regards the the Work Comp coverage which also includeds a Blanket Waiver of Subrogation per attached. CERTIFICATE HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Seal Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2111 Eight Street AUTHORIZED REPRESENTATIVE Seal Beach CA 90740 II j ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD ENDORSEMENT AGREEMENT WAIVER OF SUBROGATION BLANKET BASIS HOME OFFICE SAN FRANCISCO EFFECTIVE DECEMBER 1, 2018 AT 12.01 A.M. AND EXPIRING DECEMBER 1, 2019 AT 12.01 A.M. ALL EFFECTIVE DATES ARE AT 12:01 AM PACIFIC STANDARD TIME OR THE TIME INDICATED AT PACIFIC STANDARD TIME LAE ASSOCIATES 650 N ROSE DR # 182 PLACENTIA, CA 92870 WE HAVE THE RIGHT TO RECOVER OUR PAYMENTS FROM ANYONE LIABLE FOR AN INJURY COVERED BY THIS POLICY. WE WILL NOT ENFORCE OUR RIGHT AGAINST THE PERSON OR ORGANIZATION NAMED IN THE SCHEDULE. THIS AGREEMENT APPLIES ONLY TO THE EXTENT THAT YOU PERFORM WORK UNDER A WRITTEN CONTRACT THAT REQUIRES YOU TO OBTAIN THIS AGREEMENT FROM US. THE ADDITIONAL PREMIUM FOR THIS ENDORSEMENT SHALL BE 2.00% OF THE TOTAL POLICY PREMIUM. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT TO FURNISH THIS WAIVER JOB DESCRIPTION BLANKET WAIVER OF SUBROGATION 1862986-18 RENEWAL SC 7-07-58-78 PAGE 1 OF NOTHING IN THIS ENDORSEMENT SHALL BE HELD TO VARY, ALTER, WAIVE OR EXTEND ANY OF THE TERMS, CONDITIONS, AGREEMENTS, OR LIMITATIONS OF THIS POLICY OTHER THAN AS ABOVE STATED. NOTHING ELSEWHERE IN THIS POLICY SHALL BE HELD TO VARY, ALTER, WAIVE OR LIMIT THE TERMS, CONDITIONS, AGREEMENTS OR LIMITATIONS IN THIS ENDORSEMENT. COUNTERSIGNED AND ISSUED AT SAN FRANCISCO: DECEMBER 4, 2018 AUTHORIZED REPRESENT IVE PRESIDENT AND CEO SCIF FORM 10217 iREV.4-20181 1 2572 OLD DP 217 Insured: Lae Associates, Inc. Policy* 72SBMUU2333 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 2200 PDF created with pdfFactory trial version www gdffactory Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 3. Financial Responsibility Laws 4. Legal Action Against Us s. Separation Of Insureds 6. Representations 7. Other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS PDF crewed w'&0p" f actory trial version www.pdffactory.com Beginning on Page 1 1 2 2 3 10 14 1s 15 1s 16 16 16 16 16 17 18 18 20 ABCDEFGHIJ 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 "property damage" only if: Form SS 00 08 04 05 PDF created with pdf Factory trial version www pdffactory Hartfordo (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; Page 1 of 24 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. 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 PDF crea�ed wO'A'pdfFactory trial version www.pdffacto[y.com a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for 'bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit'. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (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) ndemnitee;(5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attomeys' 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 Forfn SS 00 08 QQ44 05 PDF created with pdtFactory trial version www.pdffactorv.com 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, that is an "insured contract", or provided the "bodily injury" or (2) The spouse, child, parent, brother or "property damage" occurs sister of that "employee" as a subsequent to the execution of the consequence of (1) above. contract or agreement. Solely for This exclusion applies: the purpose of liability assumed in an "insured contract", reasonable (1) Whether the insured may be liable as attorneys' fees and necessary an employer or in any other capacity; litigation expenses incurred by or for and a party other than an insured are (2) To any obligation to share damages deemed to be damages because of with or repay someone else who must "bodily injury' or "property damage" pay damages because of the injury. provided: This exclusion does not apply to liability (i) Liability to such party for, or for assumed by the insured under an "insured the cost of, that party's defense contract". has also been assumed in the f. Pollution same "insured contract", and (ii) Such attorneys' fees and (1) "Bodily injury", "property damage" or litigation expenses are for "personal and advertising injury" defense of that party against arising out of the actual, alleged or a civil or alternative dispute threatened discharge, dispersal, resolution proceeding in which seepage, migration, release or escape damages to which this of "pollutants": insurance applies are alleged. (a) At or from any premises, site or c. Liquor Liability location which is or was at any time owned or occupied by, or "Bodily injury" or "property damage" for rented or loaned to any insured. which any insured may be held liable by However, this subparagraph does reason of: not apply to: (1) Causing or contributing to the r " ()Bodil Y injury" if sustained intoxication of an Y person; within a building and caused by (2) The furnishing of alcoholic beverages to smoke, fumes, vapor or soot a person under the legal drinking age or produced by or originating from under the influence of alcohol; or equipment that is used to heat, (3) Any statute, ordinance or regulation cool or dehumidify the building, relating to the sale, gift, distribution or or equipment that is used to use of alcoholic beverages. heat water for personal use, by the building's occupants or their This exclusion applies only if you are in the guests; business of manufacturing, distributing, selling, serving or furnishing alcoholic (ii) "Bodily injury" or "property beverages. damage" for which you may be d. Workers' Compensation And Similar held liable, if you are a contractor and the owner or Laws lessee of such premises, site or Any obligation of the insured under a location has been added to your workers' compensation, disability benefits policy as an additional insured or unemployment compensation law or with respect to your ongoing any similar law. operations p performed for that e. Employer's Liability additional insured at that "Bodily injury" to: premises, site or location and (1) An "employee" of the insured arising such premises, site or location out of and in the course of: is not and never was owned or occupied by, or rented or (a) Employment by the insured; or loaned to, any insured, other than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 PDF crea�ed with pdfFactory trial version www.gdffactorv.com BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being transported, handled, stored, performed by you or on your treated, disposed of, or processed behalf by a contractor or as waste by or for: subcontractor; or (i) Any insured; or (iii) "Bodily injury" or "property damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a whom you may be legally "hostile fire"; or responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or location on which any insured or any contractors or subcontractors any contractors or subcontractors working directly or indirectly on any working directly or indirectly on insured's behalf are performing any insured's behalf are operations if the operations are to performing operations if the test for, monitor, clean up, remove, "pollutants" are brought on or to contain, treat, detoxify or neutralize, the premises, site or location in or in any way respond to, or assess connection with such operations the effects of, "pollutants". by such insured, contractor or subcontractor. However, this (2) Any loss, cost or expense arising out subparagraph does not apply to: of any: (i) "Bodily injury" or "property (a) Request, demand, order or statutory damage" arising out of the or regulatory requirement that any escape of fuels, lubricants or insured or others test for, monitor, other operating fluids which clean up, remove, contain, treat, are needed to perform the detoxify or neutralize, or in any way normal electrical, hydraulic or respond to, or assess the effects of, mechanical functions "pollutants"; or necessary for the operation of (b) Claim or suit by or on behalf of a "mobile equipment" or its governmental authority for parts, if such fuels, lubricants damages because of testing for, or other operating fluids monitoring, cleaning up, escape from a vehicle part removing, containing, treating, designed to hold, store or detoxifying or neutralizing, or in receive them. This exception any way responding to, or does not apply if the "bodily assessing the effects of, injury" or "property damage" "pollutants". arises out of the intentional However, this paragraph does not discharge, dispersal or apply to liability for damages because release of the fuels, lubricants of "property damage" that the insured or other operating fluids, or if would have in the absence of such such fuels, lubricants or other request, demand, order or statutory or operating fluids are brought regulatory requirement, or such claim on or to the premises, site or or "suit" by or on behalf of a location with the intent that governmental authority. they be discharged, dispersed or Forin SS 00 08 QQ44 05 Page 5 of 24 PDF created with I actory trial version www.pdffactorv.com BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes i. War operation and "loading or unloading". "Bodilyu injury", , "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others expected attack, by any government, of any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. (2) A watercraft you do not own that is: j• Professional Services "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph (4) Medical, surgical, dental, x-ray or f.(2) or f.(3) of the definition of nursing services treatment, advice or "mobile 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 exception does not apply if the insured (6) Any service, treatment, advice or has any other insurance for such "bodily instruction for the purpose of injury" or "property damage", whether appearance or skin enhancement, hair the other insurance is primary, excess, removal or replacement or personal contingent or on any other basis. grooming; h. Mobile Equipment (7) Optical or hearing aid services 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 products or hearing aid devices; equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page s of.24 Form SS 00 08 04 05 PDF created with pdfFactory trial version www.pdffactorv.com BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 similar products; or fewer consecutive days. A separate (9) Any: Limit of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D. - Limits Of Insurance. piercing); Paragraph (2) of this exclusion does not (b) Tattooing, including but not apply if the premises are "your work" and limited to the insertion of were never occupied, rented or held for pigments into or under the skin; rental by you. and Paragraphs (3) and (4) of this exclusion (c) Similar services; do not apply to the use of elevators. (10) Services in the practice of pharmacy; Paragraphs (3), (4), (5) and (6) of this and exclusion do not apply to liability assumed (11) Computer consulting, design or under a sidetrack agreement_ programming services, including web Paragraphs (3) and (4) of this exclusion site design. do not apply to "property damage" to Paragraphs (4) and (5) of this exclusion borrowed equipment while not being used do not apply to the Incidental Medical to perform operations at a job site. Malpractice coverage afforded under Paragraph (6) of this exclusion does not Paragraph 1.e. in Section A. - Coverages. apply to "property damage" included in the k. Damage To Property "products -completed operations hazard". "Property damage" to: I. Damage To Your Product (1) Property you own, rent or occupy, "Property damage" to "your product" including any costs or expenses arising out of it or any part of it. incurred by you, or any other person, m. Damage To Your Work organization or entity, for repair, replacement, enhancement, "Property damage" to "your work" arising restoration or maintenance of such out of it or any part of it and included in property for any reason, including the "products -completed operations prevention of injury to a person or hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" the damage arises was performed on your arises out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or Property Not Physically Injured (4) Personal property in the care, custody or control of the insured; "Property damage" to "impaired property" or property that has not been physically (5) That particular part of real property on injured, arising out of: which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or "your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form $S OQ 08 pp44 OS PDF creates wi pdfFactory trial version www.pdffactory.com Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic Property work; Damages claimed for any loss, cost or (8) Arising out of an offense committed expense incurred by you or others for the by an insured whose business is: loss of use, withdrawal, recall, inspection, (a) Advertising, broadcasting, repair, replacement, adjustment, removal publishing or telecasting; or disposal of: (b) Designing or determining content (1) "Your product"; of web sites for others; or (2) "Yourwork"; or (c) An Internet search, access, (3) "Impaired property"; content or service provider. if such product, work or property is However, this exclusion does not withdrawn or recalled from the market or apply to Paragraphs a., b. and c. from use by any person or organization under the definition of "personal and because of a known or suspected defect, advertising injury" in Section G. — deficiency, inadequacy or dangerous Liability And Medical Expenses condition in it. Definitions. p. Personal And Advertising Injury For the purposes of this exclusion, "Personal and advertising injury": placing an "advertisement" for or (1) Arising out of oral, written or linking to others on your web site, by electronic publication of material, if itself, is not considered the business done by or at the direction of the of advertising, broadcasting, insured with knowledge of its falsity; publishing or telecasting; (2) Arising out of oral, written or (9) Arising out of an electronic chat room electronic publication of material or bulletin board the insured hosts, whose first publication took place owns, or over which the insured before the beginning of the policy exercises control; period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act another's name or product in your e-mail committed by or at the direction of the address, domain name or metatags, or insured; any other similar tactics to mislead another's potential customers; (4) Arising out of any breach of contract, (11) Arising out of the violation of a except an implied contract to use "advertising person's right of privacy created by another's idea" in your "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 (c) Content from a web site of others name, trade secret, service mark or displayed within a frame or border other designation of origin or on your web site. Content includes authenticity. information, code, sounds, text, However, this exclusion does not graphics or images; or apply to infringement, in your (d) Computer code, software or "advertisement", of programming used to enable: (a) Copyright; (i) Your web site; or (b) Slogan, unless the slogan is also ii () The presentation a trademark, trade name, service functionality of an mark or other designation of origin "advertisement" or other or authenticity; or content on your web site; Pae of. 24 Form SS 00 08 04 05 PDF create with pdfFactory trial version www.pdffactoLNL.com BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law, reason of any claim or suit (14) Arising out of the fluctuation in price alleging actual or threatened or value of any stocks, bonds or other injury or damage of any nature or securities; or kind to persons or property which would not have occurred n whole (15) Arising out of discrimination or or in part but for the asbestos humiliation committed by or at the hazard"; direction of any "executive officer', director, stockholder, partner or (b) Arise out of any request, demand, member of the insured. order or statutory or regulatory requirement that any insured or q. Electronic Data others test for, monitor, clean up, Damages arising out of the loss of, loss of remove, encapsulate, contain, use of, damage to, corruption of, inability treat, detoxify or neutralize or in to access, or inability to manipulate any way respond to or assess the "electronic data". effects of an "asbestos hazard"; or r. Employment -Related Practices (c) Arise out of any claim or suit for "Bodily injury" or "personal and damages because of testing for, advertising injury" to: monitoring, cleaning up, removing, encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any (a) Refusal to employ that person; way responding to or assessing the (b) Termination of that person's effects of an "asbestos hazard". employment; or It. Violation Of Statutes That Govern E - (c) Employment-related practices, Mails, Fax, Phone Calls Or Other policies, acts or omissions, such as Methods Of Sending Material Or coercion, demotion, evaluation, Information reassignment, discipline, "Bodily injury", "property damage", or defamation, harassment, "personal and advertising injury" arising humiliation or discrimination directly or indirectly out of any action or directed at that person; or omission that violates or is alleged to (2) The spouse, child, parent, brother or violate: sister of that person as a (1) The Telephone Consumer Protection consequence of "bodily injury" or Act (TCPA), including any "personal and advertising injury" to amendment of or addition to such law; the person at whom any of the (2) The CAN -SPAM Act of 2003, employment-related practices including any amendment of or described in Paragraphs (a), (b), or addition to such law; or (c) above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN -SPAM Act (1) Whether the insured may be liable as of 2003, that prohibits or limits the an employer or in any other capacity; sending, transmitting, communicating or and distribution of material or information. (2) To any obligation to share damages Damage To Premises Rented To You — with or repay someone else who must Exception For Damage By Fire, Lightning pay damages because of the injury. or Explosion s. Asbestos Exclusions c. through In. and k. through o. do (1) "Bodily injury", "property damage" or not apply to damage by fire, lightning or "personal and advertising injury" explosion to premises rented to you or arising out of the "asbestos hazard". temporarily occupied by you with permission (2) Any damages, judgments, settlements, of the owner. A separate Limit of Insurance loss, costs or expenses that: applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. For SS .p0 08 Q4 05 Page 9 of 24 PDF crewed wlth pdtFactory trial version www.pdffagtory.com 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. PDF crewed with2pdfFactory trial version www.pdffactorv.com e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co -"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co - "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) 'Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company)_ organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" With respect to "mobile equipment' registered in or "volunteer worker'), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization Any person or organization having proper responsible for the conduct of such person is also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, die, but only: and only if no other insurance of any kind is (1) With respect to liability arising out of the available to that person or organization for this maintenance or use of that property; liability. However, no person or organization is and an insured with respect to: (2) Until your legal representative has a. "Bodily injury" to a co -"employee" of the been appointed. person driving the equipment; or d. Legal Representative If You Die b. "Property damage" to property owned by, Your legal representative if you die, but rented to, in the charge of or occupied by only with respect to duties as such. That you or the employer of any person who is representative will have all your rights and an insured under this provision. duties under this insurance. 5. Operator of Nonowned Watercraft e. Unnamed Subsidiary With respect to watercraft you do not own that Any subsidiary and subsidiary thereof, of is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of insured while operating such watercraft with more than 50% of the voting stock on the your permission. Any other person or effective date of this Coverage Part. organization responsible for the conduct of such person is also an insured, but only with The insurance afforded herein for any respect to liability arising out of the operation subsidiary not shown in the Declarations of the watercraft, and only if no other as a named insured does not apply to insurance of any kind is available to that injury or damage with respect to which an person or organization for this liability. insured under this insurance is also an insured under another policy or would be However, no person or organization is an an insured under such policy but for its insured with respect to: termination or upon the exhaustion of its a. "Bodily injury" to a co -"employee" of the limits of insurance. person operating the watercraft; or 3. Newly Acquired Or Formed Organization b. "Property damage" to property owned by, Any organization you newly acquire or form, rented to, in the charge of or occupied by other than a partnership, joint venture or you or the employer of any person who is limited liability company, and over which you an insured under this provision. maintain financial interest of more than 50% 6. Additional Insureds When Required By of the voting stock, will qualify as a Named Written Contract, Written Agreement Or Insured if there is no other similar insurance Permit available to that organization. However. The person(s) or organization(s) identified in a. Coverage under this provision is afforded Paragraphs a. through f. below are additional only until the 180th day after you acquire insureds when you have agreed, in a written or form the organization or the end of the policy period, whichever is earlier; and Forfn SS Qp 08 Q4 05 PDF created trial Page 11 of 24 with pdfFactory version www.pdffactory.com BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the person or organization is included as an product; additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of additional insured coverage grants in Section any other thing or substance by or F. — Optional Additional Insured Coverages. for the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its "bodily injury" or "property damage" arising own acts or omissions or those of out of "your products" which are distributed its employees or anyone else or sold in the regular course of the vendor's acting on its behalf. However, business and only if this Coverage Part this exclusion does not apply to: provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by reason of the assumption of insured person or organization from liability in a contract or whom you have acquired such products, agreement. This exclusion does or any ingredient, part or container, not apply to liability for damages entering into, accompanying or that the vendor would have in the containing such products. absence of the contract or b. Lessors Of Equipment agreement; 1 {) Any person or organization from (b) Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your maintenance, operation or use of (d) Repackaging,except when equipment leased to you by such unpacked solely for the purpose of person or organization. inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 112 off 24 Form SS 00 08 04 05 PDF created wlth pdfFactory trial version www.pdffacto[y.com BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment, performed by you or on your behalf c. Lessors Of Land Or Premises for which the state or political (1) Any person or organization from subdivision has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations services by or for you, including: hazard". (a) The preparing, approving, or (2) With respect to the insurance afforded failure to prepare or approve, to these additional insureds, this maps, shop drawings, opinions, insurance does not apply to: reports, surveys, field orders, change orders, designs or "Bodily injury", "property damage" or "personal drawings and specifications; or and advertising injury" arising out of the rendering of, or the (b) Supervisory, inspection, failure to render, any professional architectural or engineering architectural, engineering or surveying activities. services, including: Fo S _p0 08 pp 05 PDF Page 13 of 24 create with pdt actory trial version www.pdffacto[y.com BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of 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. Pa a 114 of 24 PDF crea�ed with pdfFactory trial version www.pdffacto[y.com This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one 'occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or suit'. However, this other information; paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. (3) Cooperate with us in the investigation, settlement the claim or defense The Limits of Insurance of this Coverage Part apply s against the "suit"; and separately to each consecutive annual period and to any remaining period of less than 12 months, starting (4) Assist us, upon our request, in the with the beginning of the policy period shown in the enforcement of any right against any Declarations, unless the policy period is extended person or organization that may be after issuance for an additional period of less than 12 liable the insured because of injury months. In that case, the additional period will be damage to which this insurance deemed part of the last preceding period for m may also apply. purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as "occurrence" the extent that you have agreed in a practicable of an or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of (3) Any manager, if you or an additional the claim or 'suit and the date insured is a limited liability company; received; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if Insured you or an additional insured is a You and any other involved insured must: political subdivision or public entity. For gS .p0 08 p 05 Page 15 of 24 PDF crewed with pdf actory trial version www.pdfacto[y.com BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Panie116of 24 PDF creat wlth pdfFactory trial version www.pdffactorv.com (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. — Coverages. (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. PDF created with pdfOactory trial version www.pdffactorv.com 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 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the amended to include as an additional insured Declarations, one or more of the following the person(s) or organization(s) shown in the Optional Additional Insured Coverages also apply. Declarations as an Additional Insured - When any of these Optional Additional Insured Grantor Of Franchise, but only with respect to Coverages apply, Paragraph 6. (Additional their liability as grantor of franchise to you. Insureds When Required by Written Contract, 4. Additional Insured - Lessor Of Leased Written Agreement or Permit) of Section C., Who Equipment Is An Insured, does not apply to the person or a. WHO IS AN INSURED under Section C. organization shown in the Declarations. These is amended to include as an additional coverages are subject to the terms and conditions insured the person(s) or organization(s) applicable to Business Liability Coverage in this shown in the Declarations as an Additional policy, except as provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. 2. Additional Insured - Managers Or Lessors is amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured — Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that Designated Person Or Organization; but part of the land leased to you and shown only with respect to liability arising out of the in the Declarations. ownership, maintenance or use of that part b. With respect to the insurance afforded to of the premises leased to you and shown in these additional insureds, the following the Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision —Permits performed by or on behalf of such person or organization. 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 Pa a 118 0 24 Form SS 00 08 04 05 PDF created with pdfFactory trial version www.pdffactory.com BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (gi 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 7. Additional Insured — Vendors any other thing or substance by or a. WHO IS AN INSURED under Section C. for the vendor; or is 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, "your products" which are distributed or this exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or b. The insurance afforded to the vendor is servicing as the vendor has agreed to make or normally subject to the following additional undertakes to make in the exclusions: usual course of business, in (1) This insurance does not apply to: connection with the (a) "Bodily injury" or "property distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or whom you have acquired such agreement. This exclusion does products, or any ingredient, part or not apply to liability for damages container, entering into, that the vendor would have in the accompanying or containing such absence of the contract or products. agreement; 8. Additional Insured — Controlling Interest (b) Any express warranty WHO IS AN INSURED under Section C. is unauthorized by you; amended to include as an additional insured (c) Any physical or chemical change the person(s) or organization(s) shown in the in the product made intentionally Declarations as an Additional Insured — by the vendor; Controlling Interest, but only with respect to (d) Repackaging, unless unpacked their liability arising out of: solely for the purpose of inspection, a. Their financial control of you; or demonstration, testing, or the b. Premises they own, maintain or control substitution of parts under while you lease or occupy these premises. instructions from the manufacturer, and then repackaged in the original container; For gS .p0 08 OS Page 19 of 24 PDF crewed with pdfOactory trial version www.pdffact ory.Com BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured — Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. 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 Pae 0024 PDF create wl h pdfFactory trial version www.pdffactorv.com 1. "Advertisement' means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement' does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. 'Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker'. "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates 'your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or PDF created wit pdfFactory trial version www.pdffactory.com BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product' or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract' means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road- beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: 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 z2 o 24 PDF created with pdf Factory trial version www.pdffactorv.com (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 08 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. ForanSS O 08 pp44 05 PDF created S 7 . actory trial version www.pdffagtorv.com 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"; Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, (2) Materials, parts or equipment handled, distributed or disposed of by: furnished in connection with such (a) You; work or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made (c) A person or organization whose at any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work'; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. 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 PDF created with2pForm ss o0 08 04 05 dfFactory trial version www.pdffactory.com