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HomeMy WebLinkAboutAGMT - CivicStone, Inc. ( Grant Administration of CDBG Leisure World Bathroom Accessibility Program)FF\ PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 CivicStone, Inc. 4195 Chino Hills Parkway #267 Chino Hills, CA 91709 (909)364-9000 This Professional Services Agreement ("the Agreement') is approved as of January 11, 2021, to be effective as of July 1, 2020 (the "Effective Date') and amended as of June 14, 2021; by and between CivicStone, Inc. ("Consultant'), a California corporation, and the City of Seal Beach ("City'), a California charter city, (collectively, "the Parties"). Page 1 of 1 RECITALS A. City desires to continue certain professional services provided on an ongoing basis by Consultant. B. Pursuant to the authority provided by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to. continue to engage Consultant to provide professional services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that it is fully qualified to continue performing the services and activities set forth in the Scope of Work as described in Section 1.0 by virtue of its experience and the training, education and expertise if its principals and employees. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. 2 of 22 AGREEMENT 1 . I Scope of Services 1.1. Consultant shall continue to provide those services ("Services') set forth in Exhibit A (Scope of Services), attached hereto and incorporated herein 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. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it, has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate,as a release of Consultant from such standard of care and workmanship. 1.5. 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. The City Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of this amount requires prior City Council authorization. 3 of 22 2. Term 2.1. The term of this Agreement shall commence on July 1, 2020 and shall remain in full force and effect until midnight on June 30, 2022 unless sooner terminated as provided, in Section 5.0 of this Agreement or extended as provided in Section 2.2. 2.2. At the City Manager's sole discretion, the City may extend the term if this agreement for a single year extension for a maximum term of 3 years. 3. Consultant's Compensation 3.1. City will pay Consultant for Services performed in accordance with the fee schedule set forth in Exhibit A, but in each fiscal year the City shall not pay more than (i) the amount budgeted for such Services: in the City's Budget for`that fiscal year, or (ii) $74,000 for each fiscal year, whichever is less. If an increase in funds is required to maintain the desired level of service to the City, a budget amendment must be approved prior to exceeding the budgeted amount. Any additional work authorized by the City will be compensated in accordance with the rate schedule set forth in Exhibit A. 4. 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, timecards, 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 three (3) years following the termination of this Agreement. 4 of 22 5. Termination 5.1. This Agreement maybe 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 replacementof comprehensive general liability insurance as required by this Agreement of least 20 days before the expiration date of the previous policy. 6. Party Representatives 6.1. The City Manager is the City's representative for purposes of this Agreement. 6.2. Monique Miner is,the Consultant's sole representative for purposes of this Agreement. 7. 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: To City: City of Seal Beach 21'1 =8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: CivicStone, Inc. 41195 Chino Hills Parkway #267 Chino Hills, California 91709 Attn: Monique Miner 7!2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8. Independent Contractor 8:1. Consultant is an independent contractor and not an employee of the City. All work or other ;Services provided pursuant to this Agreement "shall be performed by Consultant or by Consultant's employees or other personnel' under Consultant's supervision, and Consultant and all of 5 of 22 Consultant's ,personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code, Consultant will determine the means, methods, and details by which Consultant's personnel will .perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees,and other personnel performing any of the 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 and Consultant's personnel shall not supervise any of City's employees; and City's employees shall. not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City;, and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment.and supplies as Consultant's'personnel require to perform any of the Services required by this Agreement; Consultant shall perform all Services off of City premises at locations of Consultant's choice; except as otherwise may from time to time be necessary in. order for Consultant'spersonnel to receive projects from City, review plans on file at City, pickup or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries; benefits and other amounts due to Consultant's personnel in connection with their performance of any 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, other retirement or pension. benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents; and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but 6 of 22 not limited for eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 8.4. 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; caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any ofthe provisions of this Section 8.0. In addition to all other remedies available under law, 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. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9. PERS Compliance and Indemnification 9.1. General., Requirements. The Parties acknowledge that City is a local agency memberof PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant _shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public, Employees' Pension Reform Act of 2013, as amended: Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations: 92. Indemnification. Consultant -shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its 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, damage's, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to 7 of 22 Consultant's duty to defend, indemnify and hold harmless as set fiorth ,in any otherprovision of this Agreement. 10. Confidentiality Consultant covenants that all data, documents,, discussion, or other information developed or received by Consultant. ,or ,provided for' performance of, this Agreement; are deemed confidential and ,shall not be disclosed by Consultant. without: prior written authorization by City.. City shall grant such authorization if T applicable law requires disclosure. All City data shell be returned to City upon the :termination of this, Agreement. Consultant's covenant under this Section shall survive theaermination of this Agreement. 11. Subcontractors No`portion of this Agreement .shall be s Ucontracted :without the prior written approval 'of the ,City: Consultant is fully responsible to City for the performance ofany and all subcontractors. 12. 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 succi consent shall be void and without effect. 13; Inspection and Aucl.WofRecords Consultant shall maintain complete ;and accurate records with respect' to all Services and.. other .matters- covered under this Agreement, including but. expressly not limited' to,. all Services performed, salaries, wages, invoices, time cards, `cost control sheets, costs; expenses, receipts and other records with. respect to this.Agreement. Consultant shall maintain adequate records on the Services provided in -sufficient detail to permit an evaluation of all:Services; in connection ,therew: All such records shall be clearly identified and readily accessible. At all times°during 'regular business hours; -Consultant shall provide City with free access to such` records, and the right to examine and audit, the same and to make copies and transcripts as City deems necessary, and {shall allow inspection of all program ,data, information; documents, proceedings and activities and all other matters related to the performance of the Services, under this, Agreement. Consultant shall retain all :financial and program service: records and all other records related to.the Services and performance of this;Agreement for at leastthree (3) yearssafter expiration, termination or -final paymenuunderthis Agreement,whichever occurs later. City's rights under -this Section 13.0 rshall survive for three'(3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 8 of 22 14. Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA, The City may, issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant°shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous; • condition noted by Contractor. 15.lnsuradce 15.1. 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 endorsementsfor 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. 9 of 22 15:2, Consultant shall, at its expense, procure and maintain for the durationof 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 Ao the City. Coverage shall be,, at. least as broad as the latest version of the followings (t) 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);' '(3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the; City; Professional _Liability coverage (or Errors .and Omissions coverage). Consultant'shall maintain limits no less than: (1)' General Liability: $2:1000;000 per occurrence for bodily injury, personal injury and property damage°and.if Commercial General Liability Insurance nor 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; (3) Workers' Compensation in the ;amount required by law and Employer's Liability: $1:,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1;000,0.00 perclaim/aggregate; and if a "claims made" policy is provided, then the policy shall be,endorsed to provide an extended reporting' period of not less than three years. 10 of 22 15.3. 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, 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 volunteersnshall 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. 15.4. 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. 15.5. 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. 16. Indemnification, Hold Harmless, and Duty to Defend 16.1. Indemnities. To the fullest extent permitted bylaw, Consultant shall, at its sole cost and expense, defend, indemnify and hold harmless the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, 11 of 22 proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals, and, all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants, contractors or their officers, ;agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except to the extent such Liabilities arise from the sole negligence or willful misconduct of the Indemnitees as determined by final courtrdecision or by the Agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses,. including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 12 of 22 16.2. Subcontractor Indemnification. Consultant, shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.3. Workers' Compensation Acts and Insurance Requirements Not Limiting. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not be limited by the limits of any policies, of insurance required or provided by Consultant pursuant to this Agreement. 16.4. Survival of Terms. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17. 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. 18. 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 13 of 22 in accordance with the provisions of that Code, and agrees to comply°with such provisions before commencing the performance of the Services. 19. Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with. all applicable, provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 20. 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. 21. 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. 22. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23. No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24. 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. 25. Prohibited Interests; Conflict of Interest 25.1. 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 14 of 22 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. 25.2. 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. 253. 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 26. 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 the losing party all of its attorneys' fees and other costs incurred in connection therewith. 27. 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. 28. Corporate Authority 15 of 22 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 tothe 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. 16 of'22 CITY OF SEAL BEACH Attest: ApproN Craig A. Steele, Clty Attorney CONSULTANT. CIVICSTONE, INC. By: 14*tG 4(44W Name: MonjqLW Miner Its: Owner Corporate Secretary S7296-0001\2445069v2.doc EXHIBIT A SCOPE'OF'SERVICES CivicStone will oversee the day-to-day operations of the.; Leisure World Grant Administration by assisting applicants, interestedin participafrng in the Program; coordinating contract execution, facilitating and monitoring rehabilitation projects, file management, and reporting. .At -the beginning of each fiscal year of,funding, CivicStone will update contractor pricing and prepare a, marketing outreach strategy including preparing flyers and advertising. Once the advertising period is over, CivicStone will coordinate a lottery drawing and selection process. PHASE' SCOPE .OF.§ERVICES Initial Contact This phase includes the initial contact with the applicant; answering any questions ron the phone or via email, as'well.as preparing and mailing out application packages. Application Review This. phase is to occur once the application is returned. It includes reviewing and underwriting the application based upon the program guidelines. It also includes requesting additional information and/or working with applicants to properly complete the application. If an applicant meets the approval guidelines, an approval letter and necessary rehabilitation agreements -will be prepared for the applicant's signature. Initial Inspection This phase includes sending the rehabilitation agreements to the contractors and homeowner for signatures. The phasetalso includes taking exact measurements of work to be performed along with a work bid write-up and price estimate. A construction start date is also scheduled with the homeowner. Payment Once construction is completed, CivicStone will review' Inspection $ contractor invoices and work bid ,write-ups,- prepare escrow, Project Completion disbursement for payments to contractors, prepare waiver release forms and mail to the applicants, release payments to the contractor(s), and manage the:application files. Reimbursement This phase includes preparing Appendix "A" reports for .each Request applicant. Will work on GPR .report for month and reimbursement. Will prepare an invoice for Orange County and follow-up on County'reimbursement payments. Will coordinate all file management documents and manage a comprehensive program database. 18 of 22 FEE SCHEDULE: CivicStone will bill the City on a monthly basis and submit a detailed, line item invoice based upon the hourly fee schedule represented below, plus reimbursable expenses. The billing rates are as follows: Monique Miner $110 per hour Project Coordinator $ 85 per hour Construction Specialist $ 85 per hour Note: Reimbursement costs will only be billed for copies, postage, and mileage. 19 of 22 EXHIBIT B TERMS. FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1,, This Agreement calls for services.that, in whole or in part, constitute" "public works" as defined in Division 2, Part 7; Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing suchstatutes. Therefore, as to those Services that are "public works", Consultant shall comply wifh and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts:: The inclusion of such specific provisions below, whether or not required by California law, does. not -alter the meaning orscope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant .shall not perform work with any subcontractor that is not registered with DIR pursuant to Section. 1725.5. Consultant -and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by, DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the ,prevailing rate of per diem Wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on. request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code; Sections 1774. and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant, shall, as a penalty to City„ forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 20 of 22 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City,of the location of the records. 8. Consultant shall comply with and be bound bythe provisions of Labor Code Sections 1777:5; 1777:6 and 1777:7 and: California Code of Regulations, Title 8, Section 200 et seq: concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations: Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. 'Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statemerit of•"the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not, be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1;777.1 or any other federal or state law providing for the debarment of contractors from public works. if Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant; shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for'workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation' of the provisions of Division 2, Part 7, Chapter, 1, Article 3 of the Labor Code:. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess. of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions_ of Section 3700 of the Labor Code which 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 I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code 21 of 22 Sections 1860 and 3700, -and Consultant shall include in the written contract between it and each subcohtractora copy of those statutoryprovisions�and a requirement that'each subcontractor shall comply, with those statutory provisions. Consultant shall be>required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting ;a periodic review of the certified, payroll records of the subcontractor and ,upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate .of wages. Consultant shall diligently take corrective actionpto halt or rectifyanyfailure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City)"City, its officials; officers, employees, agents and independent; contractors serving in the role of City officials, and volunteers from and against any. demand or 'claim ,for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials; officers; employees and agents) in connection with any work undertaken or in, connection with the Agreement, including without limitation the payment of,all consequential damages, attorneys"fees; and other related costs,and expenses.,All duties of Consultant under this Section shall survive the'termination ofthe Agreement. 22 of 22 RESOLUTION 7157 A RESOLUTION OF'THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO ACCEPT AND USE PERMANENT LOCAL HOUSING ALLOCATION (PLHA) FUNDS AND AMEND AN EXISTINGPROFESSIONAL SERVICES AGREEMENT WITH CIVICSTONE, INC. TO ADMINISTER THE PLHA FUNDS WHEREAS, the California Department of Housing and Community Development awarded $1,1272,164 in Permanent Local Housing Allocation (PLHA) funding to the County of Orange; and, WHEREAS, the. County of Orange has identified that the City of Seal Beach is to receive $49,151 in PLHA funds; and, WHEREAS, it has been identified that the exiting Leisure World Bathroom Accessibility Program,("Program")'is an eligible program for use of PLHA funds and the Program is in need of additional funding due to high demand for these improvements; and, WHEREAS, a professional' services agreement currently exists between the City and CivicStone for the administration of the Program; and, 'WHEREAS, the City wishes to utilize the services of CivicStone to administer the PLHA funds as the $49,151 is to be used exclusively for said Program. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The City Council hereby approves the agreement with the County of Orange for the acceptance and use of $49,1.51 in Permanent Local Housing Allocation funds to be used for the Leisure World Bathroom Accessibility Program. Section 2. The City Council hereby amends and'• existing professional services agreement dated January 11, 202-1 between the City of Seal Beach and CivicStone Inc. for administration of the Permanent Local Housing Allocation Program Funds. Section 3. The City Council hereby authorizes and directs the City Manager to execute the Agreement. PASSED, APPROVED, AND ADOPTED by the Seal Beach City Council at, a regular meeting held on the 14th day of June; 2021 by the following vote: AYES; Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Vahpapa NOES: Council Members ABSENT: Council ABSTAIN' Council Members STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL -BEACH } I, Gloria D. Harper, City Clerk, of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution7157 on filei in the office of the: City, Clerk, passed, approved, and adopted by the City Council at a regular meeting held, on the 14t"day of June, 2021. D. HaWr, City Worker's Compensation Coverage is not applicable since business owner does not have employees. T® A� o CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDOIYYYY) 03/09/2021 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 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 endon;emeht(s). PRODUCER Ko6ich Insuiance.Agency, Inc.PHONE 3435 Mt. Diablo Blvd., Ste 300 Lafayette CA 94549. CONTACT Kenneth R Kosich FAX -(ac NOExU: (925) 284-3911 )NC,_No1 (925) 284-3919 E-MAIL ADDRESS: corpOkosich.com INSURER(S) AFFORDING COVERAGE NAIC# INSURERA: United States Liability Ins Co 25895 Beach CA 90740 I INSURED (909) 364-9000 INSURER B: Sentinel Insurance Co 111000 Civicstone, Inc. CLAIMS -MADE -XI OCCUR Y INSURER C: 57SBAGO8135 INSURER D: 03/16/2022 4195 Chino Hills Pkwy # 267 INSURER E: Chino Hills CA 91709 INSURER F: COVERAGES CERTIFICATE'NUMBER:cert ID 9399 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 R rypE OFINSURANCE AODL SUER ACCORDANCE WITH THE POLICY PROVISIONS. POLICPOLICYNUMSER MMIDOYEFF IYYYY MMIOD� LIMITS H I % I COMMERCIAL GENERAL LIABILITY 211 8th Street Seal Beach CA 90740 I EACH OCCURRENCE_ $ 2,000,000 CLAIMS -MADE -XI OCCUR Y Y 57SBAGO8135 03/16/2021 03/16/2022 PREMSETDAMAGSSEaccojRwce S 11000,000 MED EXP (Any one person) 9 10,000 PERSONAL B ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 PRODUCTS-COMPIOP AGG S 4,000,000 X POLICY [�]jE� LOC S OTHER. AUTOMOBILELIABILITYEB accitleDISINGLE LIMIT Ea 2,000,000 BODILY INJURY(Perperson) 5 E ANY AUTO 57SHAGOBI35 03/16/202103/16/2022 OWNED - SCHEDULED BODILY INJURY (Per acadeM) S AUTOS ONLY AUTOS PROPERTY Per amden DAMAGE S , X HIRED NNJOVME AUTOS ONLY % AUTOS ONLLB I6 UMBRELLA LIAB OCCUR EACH OCCURRENCE I6 AGGREGATE I S EXCESS UAB CLAIMS -MADE DED I I RETENTIONS I S WORKERS COMPENSATION ANDEMPLOYERS'UA8IUTY YIN ANYPROPRIETOWPARTNERIEXECUTIVE OFFICERIMEMBER E%CLUDED7 (Mandatory in NR) NIA EI UI I STATUTE ERH E.L. EACH ACCIDENT S E.L.DISEASE - EA EMPLOYEE S E . DISEASE -POLICY LIMIT S If DE CRIPTION OF OPERATIONS belox A Errors and omi Bsions SPI013849M 09/07/2020 09/07/2021 Each Claim S 11000,000 Aggregate $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS l VEHICLES (ACORD 1a1, Ad itbnal ROM&B SCNdule, may N attacMd H man space la reeulmd) City of Seal Beach, its directors, officials, officers, employees, agents and volunteers are included as additional insureds for General Liability as required by 'written contract per the attached endorsement 'form`, SS00080405. CERTIFICATE. HOLDER CANCELLATION ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Page 1 of 1 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Clerk's Office City of Seal Beach AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach CA 90740 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Page 1 of 1 Policy Number 57SBAGQ8135 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESSLIABILITY 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. Otherinsu,rance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES is Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form S&00 08:04:05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights; duties and what is and is not,mvered. Throughout this policy the words "you" and "your" refer to the Named,,Insured.shown imthe.Declarations. 'The words "we", "us" and "our" refer to the Stock insurance company member of The Hartfordproviding' this insurance. The word "insured" means any, person or organ aationqualifying as such.underSection. 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 a`pplies'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 (a) The "bodily injury" or "property damage" Js 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 i — or receive,notice;of=;an 'occurrence" orclaim, knew that the "bodily injury" or "property damage""had occurred, in whole or in part: If such a listed insured; or authorized "employee" khew, prior to the policy'period,'that the "bodily injury"or "property damage" occurred, then ,any continuation, change, or resumption of such, "bodily injuryor "property damage" during or after the policy period will be deemed`to,have been known priorto 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 aW"occurrenco" or claim: 2005, The Hartford (1) Reports all; or any parti, of the ''bodily injury" or "property damage" to us or any other insurer; Pagel of 24' BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demandor claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "propertyr 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 thelaccident; and (3) The injured person submits to examination, at our expense, by physicians of: our choice as often as we reasonably require. Page 2 of 24 b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury' applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (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 indemniteeofthe 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 "insuredcontract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist betweenithe interests of the insured and the interest of'the indemnitee; (5) The indemnitee and. the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and theindemnitee; and (6) The indemnitee: (a) Agrees in,Writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (i i) 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 renditions are met; attomeys' fees incurred by us in the defense. of that indemnitee, necessary itigation 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) 6f Section B. — Exclusions, suchepayments will not,be deemed to be damages for "bodily njury',and "propertydanage"-and.will not reduce the Limits of,insurarice. 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 ane payment of judgments or settlements; or (2), The conditions set forth. above, or '.the terms of the ,agreement described Paragraph (6) above, arel_no longer met:. B. EXCLUSIONS' 1. Applicable Tor Business LiabilityCoverage 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 orproperty; 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 contrail ,or agreement;;or Form SS00 08 04 05 'Page•3 of 24 BUSINESSLIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in contractor agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or"property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, -serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of(1)above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Page.4 of 24 Form SS 0008 0405 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'sucl ;Jnsured, 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 'causedby the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being'performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily 'injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a u (") Any person or organization for "hostile fire'; or whom you may be legally responsible, (e) At or from any premises, site or location on which any insured or any (d) At or°from any premises, site or contractors or subcontractors location on which .any insured or inre pypn any any contractors or subcontractors insureg;dirbehtly if ' the are performing working directly or indirectly on opera iond's operations if the operations to any insured's behalf are rare e, n test for, monitor, cleanup, remove, performing operations if the contain, treat; or neutralize, "pollutants" are brought on or to respond or in any way respond to; or assess sse the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement. that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up; remove, contain,. treat, other operating fluids which are detoxify or neutralize,; or in any way needed to perform the normal respond to, or assess the effects.of; electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on' behalf of'a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing; operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or -assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of'"property damage_;' that, the insured or release of the fuels, would' have in the absence of such lubricants or other operating request, demand; order or statutory or fluids, or if such fuels, regulatory requirement,, or such claim lubricants or other operating or "suit' by ,oc on be of a fluids are,brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form;SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM e2 h. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of'any aircraft,"auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment,'training or monitoring of others by that 'insured, if the "occurrence" which caused the "bodily injury" or "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. 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, Page 6'of, 24 Form SS 00 08 04 05 (8) Optometry or . optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting;demonstration or distribution of ophthalmic lenses and similar products; (9) Any; (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion; of pigments into or under the,skin; and (c) Similar services; (10) Services in thepracticeof pharmacy; and (11) Computer consulting, design or programming services, including web isite design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph lie. in Section A. -Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses, incurred by you,;or any other person, organization or ,entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's, property; (2) Premises you "sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Propertyloaned to you; (4) Personal property in the care, custody or control of the insured; (5) That, particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any, property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. BUSINESS LIABILITY COVERAGE':FORM Paragraphs (1), (3) .and (4) of this exclusion do not apply to "property' damage" (other than damage by fire) to premises, including the contents of such premises, rented to you.for a period of 7 or fewer consecutive days. 'Aseparate. Limit of Insurance applies to Damage. To Premises Rented To You as described' in Section D. - Limits'Oflnsurance. Paragraph (2) of this exclusion does not apply if the premises:, are "your -work' andl were rnever ,occupied, rented or 'held for rental by you. Paragraphs (3) and'(4) of this exclusion do not,apply'to the use of elevators Paragraphs (3), (4), (5) and .,(6)' of this exclusion do notapply to liability assumed under sidetrack agreement: Paragraphs (3) and (4) of this exclusion d_ o not apply to, "property damage"` to borrowed equipment while not being„used to perform operations at a job site. Paragraph.. (6) of, this exclusion does, not apply'to'"property damage" included in the "products -completed operations hazard". I. Damage To Your Product "Property damage" to. "your ,product” arising out of it or any ipart -of it. m. Damage To Your Work "Property damage to, "your, work' arising out of it or any part of it!and included in the "products -completed operations Hazard": This; exclusion does not apply if the damaged work or the work out: of which the damage arises was,performedIon your behalf bya subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured 'Property, damage' to "impaired property" or property that has not been physically injured, arising out (1) A defect, deficiency; inadequacy, or dangerous condition in "your product" or"your work' or (2) A delay or failure by you, or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does,.not'apply to the loss of use of other' property: arising 'out of sudden and, accidental physical 'injury to your product or "your work' after it',has been put to its intended;use. Forl 0008 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall; inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work", or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency; inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting, knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed i another's name or product in your e-mail address, domain name or metatags, or by at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, anothers potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your person's right of privacy created by "advertisement", any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement" (6) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on your web site; (7) Arising out of any violation of any intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or memberof the insured. q. Electronic Data Damages arising out of the.loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This^exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation' to 'share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss; costs or expenses that: BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any_nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard" (b) Arise out of: any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor; clean up, remove,.. encapsulate; contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of 'any claim or suit for damages because of testing for, monitoring, cleaning up, ',removing, encapsulating, containing, treating; detoxifying or neutralizing`;or in any way responding to or assessing the effects of an "asbestos hazard". Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other, Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising "injuryarising directly or indirectly out of any 'action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including anyamendment of or additiornto such law; (2) The CAN-SPAM;Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire', lightning or explosion to premises rented to, you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies . to this coverage as described in Section D. - Liability Arid Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 `BUSINESS LIABILITY COVERAGE FORM 2. Applicable. To Medical Expenses Coverage We will not pay expenses for"bodily injury": a. Any`Insured To any insured, except "volunteer workers". b. Hired Person To.aperson hired to do work for oronbehalf of any insured,or a tenant of any insured: c. Injury On Normally Occupied Premises To a, person injured on that part of premisesyou 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 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, Page 10 of 24' Form SS 00 08 04 05 or disability benefits law or asimilar 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. WHOIS,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 1iabilily company, you are an insured .'Your "executive officers" and directors are insureds, but only with respect to their,dutiestas your officers or directors. Your.: stockholders are also insureds, but only wRh:respecf to their liability as stockholders. e. A trust, you=are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited 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, Page 10 of 24' Form SS 00 08 04 05 (b) Rented to, in the care; custody or control:, of,, or over which physical control is,being exercised for -any purpose, by you, .any of your "employees", "volunteer workers", any partner or member (if: you are a,partnership orjointwenture), or any member (if you are a limited liability.company). b. Real Estate,Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as,:yourreal 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 1ncorperated,entity of which you own a financial interest of more4han 50% of the voting stock on the effective date of this Coverage Part. The, insuranceafforded herein for. any subsidiary not shown in the Declarations as a. named insured does: not apply to injury or damage with �respectto 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. NewlyAcquired'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.ofnore 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 180thday after you acquire or form the organization or the end of the policy period, whichever is earlier; and BUSINESS LIABILITY, COVERAGE, FORM' 4. Coverage under' this provision does not applyto: (1) "Bodily injury" or. "property damage" that occurred; or (2) "Personal and ,advertising injury" arising out of an offense committed before you acquired or formed the organization:. 4. Operator OUMobile Equipment With respect to'Imobile equipment" registered in yourname.under any motor,vehicle registration law, any person is an insured while`dnwng such equipment along a, public highway, with .your _. permissgn. Any other person or `organization 'responsible for the conduct of such person',is also an insured', but only with;respeot"to liability ansing;out,of the'operation of the equipment,,and only if no other insuranceW 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 co46rnployee" of, the person driwng`theiequipment;;or' b. "Property damage- ' to; property'owried by, rented to,,in'the charge�of<or=cupied by you:orthesemployer ofany person whois an:insured, under this provision. 5. Operator of Nonowned' Watercraft With respecttowatercraft;you--.donot,own that is less'than 51 feet<Ion g.and.,is-notbei ng used to.carry persons fora charge,ianyperson'is an insured while operating such watercraft with your permission. Any, other person or organization responsible for the conduct of such person isalso an insured, but:,onlywith respect.to:liability: arising out -of the operation of the watercraft; and only if 'no' other insurance of any kind is available to that persori organization for this liability. However, no person' or organization is an insured with respectto:. a. 'Bodily injury' to a co"employee"' of the person operating the'watercrafi;, or b. "Property damage!' -to property owned.by, rentedito, in thercharge.of or occupied by you or the employerof�any person yvhoA an insured under this,provisiom. & Additional Insureds When Required By Written Contract, Written Agreement Or Permit The persons) or organizaiion(s) 'identified in Paragraphs a.. through f. beloWIare additional insureds when you have _agreed, in a written Form SS 0008 0405 11 of,24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coveragegrahts in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage' arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for 'bodily injury" or "property damage" included within the .products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) 'Bodily injury" cr 'property damage' for which the vendor is obligated to pay damages by reason of the assumption of liability in a contractor agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)' Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, tesfing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor: or (h) "Bodily injury" or "property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", 'property damage' or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance, does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or ,use of that part of the 'land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the.acts or omissions of those acting on your behalf. (a) In connection with your premises; or (b) In the performance of your ongoing .operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "'bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed.by you or on your behalf for which the state or political subdivision has.issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) 'Bodily injury" or "property damage" included within the "products - completed operations hazard". f. Any Other. Party (1) Any other person or organization who is not an insured under Paragraphs a.- through .through e. above', but; only with respect to liability for "bodily injury'`; "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with"your work" and included within the "products_, completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such -additional insured; and (ii) This Coverage Part provides coverage fo'r"'bodily injury" or "property damage" included within the products - completed operations hazard": (2) With respect to the insurance,afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of 'the rendering of, or the failure to render, any professional architectural, engineering or,surveying services, including: Form -SS 00 08 04 05 Page 13 of 24' BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits.of insurance that apply, to,addjtional insureds are described in Section D. — Urnits Oflnsurance. How this insurance applies when other insurance is available to an additional insured is described in the Other InsuranceCondition 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 WeWill Pay The Limits of Insurance shown in the Declarationsand.the,rules below fix the most we will pay regardless of the number of: a. Insureds; b: Claims made br"suits' brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury% "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented,,to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each.Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the_most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all,medical expenses because of "bodily injury' sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.1b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance .shown in the Declarations and described in this Section. Page 14 of 24 Form SS 00 08 04 05 If more than one limit of insurance under this policy :and any endorsements attached thereto applies to any claim or "suit", the,most we will pay underthis policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply' tothe;Medical Expenses limit-sefforth in Paragraph 3. above. The'Limits of Insurance of'this Coverage Part apply separatelyao each consecutive annual period and`do any remaining period' of less,than 12 months; starting with -the beginning of the policy period.shown in the Declarations, unless the policy period is extended after issuance.foranSadditional period ofless,than 12, months. In that case, the additional penod'Will be deemed pa'rt'of the Iasi precedin4 period for purposes of determining,the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL_ CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or -of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or„Suit a. Notice Of Occurrence Or'Offense You or any additional insured must see to. it that, we are notified as soon as practicable of an "occurrence” or an offense which, may result in.a claim. To the;extentpossible„notice should include: (1) How, when and where the "occurrence” or offense took•place; (2) The names and 'addresses of any injured personsand'.witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is' brought against any'insured; you or any. additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us,as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" assoon ,as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: BUSINESS LIABILITY. COVERAGE, FORM (1) Immediately :send us copies of any demands; notices, summonses or legal papers received' in connection with the claim,or"suit"I (2) Authorize us. to, .obtain records and other information; (3) Cooperate with us in'the investigation, settlement of ,the claim or defense against,the "suit";',and (4) Assist us; upon our request; in the enforcement of any right against any person or organization that may be liable to the insured because,of'injury or damage to which this insurance may also apply. d, Obligations At he.Insured's Own Cost No insured will, except;at that insured's own cost; voluntarily make ,a payment; assume any obligation; or°incur any expense; other than for first aid;.withoutour consent; e. Add itionallnsured's.OtherInsurance If we cover a 'claim, or "suit" under this Coverage Part'that may also, be covered by other insurance available to an additional insured, such additional insured must, submit :such claim, or suit" to the other'insurer for defense andlindemnity. However, this provision does not,apply to the extent that you have agreed' in a Written contract,written agreement or permit'that this',insurance_ is�pnmary'and non-contributory with the additional insured'sown ins'u"rance.. f. Knowledge Of,Ari3Occurrence,;Offense, Claim Or Suit Paragraphs a. and b., apply to you or to any additional insured only when such occurrence", offense, claim, or "suit" 'is known to:. (1) You or any additional insured that is an individual;: (2) Any partner„ if ymt or' an additional insured is'a partnership; (3) Any manager, if you or an, additional insured is a limited liability, company; (4) Any "executive officer"' ;or insurance manager; if you or an additional insured is a corporation; (5) Any trustee, if you or, an additional insured is trust;; or (6) Any elected or appointed official, if,ygy or an additional insured is a political subdivision, or public :entity. Form SS 00 08 04 05 Page, 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility -for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this a 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 coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If.other insurance is also 4: Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue -us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk; Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented you applicable limit of insurance. An agreed or temporarily occupied by youu with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the 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 "property and any rights or duties 'specifically assigned damage" to premises rented 'in this policy to the first Named Insured, this you or temporarily occupied by you insurance applies: w 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 "suit" the extent not subject to Exclusion g. of a claim is made or is brought. Section A. — Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy; you agree: If the loss arises' out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those, statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16•of 24 Form SS 00 0804 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. 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 isnot 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. Undeuthis 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. (b) Primary And Non -Contributory 8.: Transfer Of Rights Of Recovery Against To Other Insurance When Others+To Us Required By Contract a. Transfer Of Rights Of,Recovery If you have agreed in a written 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':againstany "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. 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 organizatiomin a.contract,. agreement or permit that was executed prior to the.injury or damage. Form SS 00 0804 05 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. Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6: (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of 'Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are,subject.to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional 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. is 2. Additional Insured - Managers Or Lessors 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 part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following 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 Page 18 of 24 Form SS 00 08 04 05 BUSINESS'LIABILITY COVERAGE FORM Insured — State. Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as',the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect.to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodily injury", "property damage' or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (9) Products which, after distribution (2) "Bodily injury" or "property dama eg" or sale by you; have been labeled included in the "product -completed or relabeled or used as a operations" hazard. container; part;or ingredient of any 7. Additional Insured — Vendors other thing orsubstance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an .Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs d O or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products -completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes' subject to the following additional exclusions: to make.in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products.. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or ag,reement. whom you have acquired such This exclusion does not apply to products, or any ingredient; part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured — Controlling ,Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical ,or chemical change amended to include, as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with ;respect to solely for the=purpose of inspection, their liability arising out of; demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own; maintain or control instructions from the manufacturer, while you lease or occupy these. premises, and then repackaged in the original container; Form SS 00 08.04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for,that person or Insurance. organization. How this insurance applies when other insurance 9'. Additional Insured — Owners„ Lessees Or is available to an additional insured is described in Contractors — Scheduled 'Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C. is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown;in the Declarations as an Additional Insured - Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury', "property damage"or "personal has the purpose of inducing the sale of goods, and advertising injury"caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio, acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (s) Newspaper; (2) In connection with "your, work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods; products or and included within the "products- services for the purposes of inducing the completed operations hazard", but, sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage' included within the However, "advertisement" does not include: "products -completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network, injury" arising out of the rendering of, or the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means' an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi -trailer designed for :travel on public (2) Supervisory„ inspection, architectural roads, including any attached machinery or or<engineering activities. equipment. But "auto" does not include 10. Additional' Insured — Co -Owner Of Insured "mobile equipment". Premises 5. "Bodily injury' means physical. WHO IS AN INSURED under Section C., is a. Injury; amended to :include as, an additional insured b. Sickness; or the person(s) or Organiiation(s) shown in the C. Disease Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at anytime. premises shown irrdhe Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00.08 04 05 BUSINESS LIABILITY COVERAGE FORM Form,SS'00 08104 05 Page 21,of 24 a. The United States of America (including its b. You have failed to. fulfill the terms of a territories and possessions), Puerto Rico contractor agreement; and Canada; if such propertycanbe,restored to use by: b. International waters or airspace, but only if a. The repair;, replacement, adjustment or theJnjury.or•damage occurs in.the course removal of !'your product" or "your'worW% of 'travel or transportation between any or places included4in 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:orsold by you in the territory described in a. above; a A, contract for a lease of premises. However that portion of the contract for a (2) The activities,of a person'whose home ease of premises that indemnifies any s in the territory Itlescribed in a. persowor 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;Lirnits 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 agreemenfin 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,raiIroad 7? 'Electronic data" means information, facts or d. Any obligation, as required,byordinance; 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 elevatormaintenance agreement; or c. Transmitted to or from f. That part- of .any other contract or- comptert 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 'thee tort liability of another equipment. party to pay for "bodily injury" or "property 8. 'Employee" includes a 'leased worker". damage'.to ar third person or organization;. "property Employee" does not include a "temporary provided the "bodily injury" or worker". damage' is caused, in wholewrin part, by you or by those acting on your -behalf. 9. Executive officer" means a person holding 'Tortliability., means a liability:thatwould.:be any of the officer positions created by your imposed by law in :the -absence of any, charter, constitution, by-laws or any other contract +or"agreement. similar governing document: Paragraph ,f. includes that part of any 10 'Hostile fire" means, one which becomes It contract or agreement that indemnifies a uncontrollable or breaks'outfrom where it railroad for "bodily injury" or "property intended: to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations,wthin 50 feet of'any other than "your product" or "your work"; that railroad property and affecting any railroad cannot be used or isfess,useful because: bridge or trestle, tracks, road=beds, tunnel, a. It'incorporates "your'peoduct" or "your Work" underpass or crossing:" that is known or thought to be defective, However, Paragraph f. does not include_ deficient, inadequate or dangerous; or 'that part of any contractor agreement: Form,SS'00 08104 05 Page 21,of 24 BUSINESS LIABILITY 'GOVERAGEFORM (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. o: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 moved from the,place where it is accepted for movement into or onto an aircraft, watercraft or "auto" b. While itis 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 movementof by means of a mechanical device; other than a hand truck, that is not attached to the aircraft; watercraft or "auto". 15. "Mooile;equpment" means any of the.following types of land vehicles, including any,attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and othervehicles'+designed for use principally off public'roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that'.travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently:mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described, in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and. generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal, (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers, and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page12of 24 Form SS 00 0804 05 c. The wrongful eviction from, wrongful entry into, or invasion iof the right of private occupancy. of a room, ,dwelling !or premises that the person occupies, committedby or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that3slanders.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 per'son'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,irntant;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 beencompleted or -abandoned. However, "your work" will be deemed'to be completed at the earliest of the following times` (a) When ail 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 partof the work done at a 'job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. BUSINESS LIABILITY' COVERAGE FORM Work that_mayneed+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 c'on_sumptiorcon premises you own or rent. b. ,Does not include "bodily injury" or I.pr9pertydamage" arising'Out of: (1) THe transportation of property; unless; the injury or damage arises• out of =a. condition in or on'a'yehicle not owned oKoperated 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 tF a time of the physical injury that caused it;'or b. Loss of'use.of tangible property that is,iiot 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 orrdoes "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,ourconsent. 22. "Temporary worker'' means, a person who: is furnished'to.you to substitute -fora permanent "employee" on leave or to. meet;, seasonal or short=term workload.:conoitions. 23. "Volunteer worker"'means a person who: a. Isnot your "employee"; FormrSS100.08 04 05 P_age;23 of:24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You, (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work': a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work'; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05 PROFESSIONAL SERVICES AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 0 CivicStone, Inc. 4195 Chino Hills Parkway #267 Chino Hills, CA 91709 (909)364-9000 This Professional Services Agreement ("the Agreement') is approved as of January 11 , 2021, to be effective as of July 1, 2020 (the "Effective Date"), by and between CivicStone, Inc. ("Consultant'), a California corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). Page 1 of 18 RECITALS A. City desires to continue certain professional services provided on an ongoing basis by Consultant. B. Pursuant to the authority provided ,by its City Charter and Seal Beach Municipal Code § 3.20.025(C), City desires to continue to engage Consultant to provide professional services in the manner set forth herein and more fully described in Section 1.0. C. Consultant represents that it is fully qualified to continue performing the services and activities set forth in the Scope of Work as described in Section 1.0 by virtue of its experience and the training, education and expertise if its principals and employees. 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 continue to provide those services ("Services") set forth in Exhibit A (Scope of Services), attached hereto and incorporated herein 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. As a material inducement to City to enter into this Agreement, Consultant hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Consultant hereby covenants that it shall follow the customary professional standards in performing all Services. The City relies upon the skill of Consultant, and Consultant's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Consultant and Consultant's staff, shall perform the Services in such manner. Consultant shall, at all times, meet or exceed any and all applicable professional standards of care. The acceptance of Consultant's work by the City shall not operate as a release of Consultant from such standard of care and workmanship. 2of18 1.5. 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. The City Manager may authorize payment for such work up to a cumulative maximum of $10,000. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term of this Agreement shall commence on July 1, 2020, and shall remain in full force and effect until midnight on June 30; 2021 unless sooner terminated as provided in Section 5.0 of this Agreement or extended as provided in Section 2.2. 2.2. At the City Manager's sole discretion, the City may extend the term if this agreement for two one-year extensions for a maximum term of 3 years. 3.0 Consultant's Compensation 3.1. City will pay Consultant for Services performed in accordance with the fee schedule set forth in Exhibit A, but in each fiscal year the City shall not pay more than (i) the amount budgeted for such Services in the City's Budget for that fiscal year, or (ii) $69,000 for each fiscal year, whichever is less. If an increase in funds is required to maintain the desired level of service to the City, a budget amendment must be approved prior to exceeding the budgeted amount. Any additional work authorized by the City will be compensated in accordance with the rate schedule set forth in Exhibit A. 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, timecards, 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 three (3) years following the termination of this Agreement. 3of18 5.0 Termination 5.1. This Agreement may be terminated by City, without cause, or by Consultant based on reasonable cause, upon giving theother 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 City Manager is the City's representative for purposes of this Agreement. 6.2. Monique Miner is the Consultant's sole 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: To City: City of Seal Beach 211 -8th Street Seal Beach, California 90740 Attn: City Manager To Consultant: CivicStone, Inc. 4195 Chino Hills Parkway #267 Chino Hills, CA 91709 Attn: Monique Miner 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 work or other Services provided pursuant to this Agreement shall be performed by Consultant or by Consultant's employees or other personnel under Consultant's supervision, and Consultant and all of Consultant's personnel shall possess the qualifications, permits, and licenses required by State and local law 4of18 to perform such Services, including, without limitation, a City of Seal Beach business license as required by the Seal Beach Municipal Code. Consultant will determine the means, methods, and details by which Consultant's personnel will perform the Services. Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 8.2. All of Consultant's employees and other personnel performing any of the 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 and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Consultant's personnel require to perform any of the Services required by this Agreement. Consultant shall perform all Services off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any Services under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform such Services. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about or to check on the status of projects pertaining to the Services under this Agreement. 8.3. Consultant shall be responsible for and pay all wages, salaries, benefits and other amounts due to Consultant's personnel in connection with their performance of any 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, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy; rule, regulation, statute or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subcontractors providing any of the Services under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 5of18 8.4. 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, caused by, or relating to Consultant's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 8.0. In addition to all other remedies available under law, 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. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 9.0 PERS Compliance and Indemnification 9.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code § 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations. 9.2. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify and hold harmless City, and its 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, caused by, or relating to Consultant's violation of any provisions of this Section 9.0. This duty of indemnification is in addition to Consultant's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. 10.0 Confidentiality Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon 6of18 the termination of this Agreement. Consultant's covenant under this Section shall survive the termination of this Agreement. 11.0 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. 12.0 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. 13.0 Inspection and Audit of Records Consultant shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, invoices, time cards, cost control sheets, costs, expenses, receipts and other records with respect to this Agreement. Consultant shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. At all times during regular business hours, Consultant shall provide City with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City deems necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement. Consultant shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 13.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 14.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA. The City may issue restraint or cease and desist orders to Consultant when unsafe or harmful acts are observed or reported relative to the performance of the Services. Consultant shall maintain the work sites free of hazards to persons and property resulting from its operations. Consultant shall immediately report to the City any hazardous condition noted by Contractor. 7of18 15.0 Insurance 15.1. 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. 15.2. 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); (3) Workers' Compensation and Employer's Liability coverages; and (4) if required by the City, Professional Liability coverage (or Errors and Omissions coverage). 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; (3) Workers' Compensation in the amount required by law and Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease; and (4) Professional Liability (or Errors and Omissions Liability, as appropriate): $1,000,000 per claim/aggregate, and if a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 15.3. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to stater (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, E:. 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. 15.4. 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. 15.5. 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. 16.0 Indemnification, Hold Harmless, and Duty to Defend 16.1. Indemnities. To the fullest extent permitted by law, Consultant shall, at its sole cost and expense, defend, indemnify and hold harmless the City, its elected officials, officers, attorneys, agents, employees, designated volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 16.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Liabilities"), whether actual, alleged or threatened, which arise out of, pertain to, or relate to, in whole or in part, the acts or omissions of Consultant, its officers, agents, servants, employees, subcontractors, materialmen, consultants, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except to the extent such Liabilities arise from the sole negligence or willful misconduct of the Indemnitees as 9of18 determined by final court decision or by the Agreement of the Parties. Consultant shall defend the Indemnitees in any action or actions filed in connection with any Liabilities with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Consultant shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 16.2. Subcontractor Indemnification. Consultant shall obtain executed indemnity agreements with provisions identical to those in this Section 16.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnities, Consultant shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, which arise out of, are claimed to arise out of, pertain to, or relate to the acts or omissions of Consultant's subcontractor, its officers, agents, servants, employees, subcontractors, materialmen, contractors or their officers, agents, servants or employees (or any entity or individual that Consultant's subcontractor shall bear the legal liability thereof) in the performance of this Agreement, including the Indemnitees' active or passive negligence, except for Claims or Damages arising from the sole negligence or willful misconduct of the Indemnitees, as determined by final arbitration or court decision or by the agreement of the Parties. 16.3. Workers' Compensation Acts and Insurance Requirements Not Limiting. The obligations of Consultant under this or any other provision of this Agreement shall not be limited by the provisions of any workers' compensation act or similar act. Consultant expressly waives any statutory immunity under such statutes or laws as to the Indemnitees. Consultant's indemnity obligation set forth in this Section 16.0 shall not be limited by the limits of any policies of insurance required or provided by Consultant pursuant to this Agreement. 16.4. Survival of Terms. Consultant's covenants under this Section 16.0 shall survive the expiration or termination of this Agreement. 17.0 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. 10 of 18 18.0 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. 19.0 Prevailing Wage and Payroll Records If this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, then Consultant shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 20.0 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. 21.0 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. 22.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 23.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either party as a result of this Agreement. 24.0 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. 25.0 Prohibited Interests; Conflict of Interest 11 of 18 25.1. 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. 25.2. 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. 25.3. 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 26.0 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 the losing party all of its attorneys' fees and other costs incurred in connection therewith. 27.0 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 12 of 18 between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 28.0 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 M Attes M Appruvcu as to vu, ,j . By: aig A. Steele, City Attorney R. Ingram, City Manag r CONSULTANT: CIVICSTONE, INC. By: IWAW Name: MoniciLW Miner. Its: Owner Corporate Secretary 13 of 18 EXHIBIT A SCOPE OF SERVICES CivicStone will oversee the day-to-day operations of the Leisure World Grant Administration by assisting applicants interested in participating in the Program, coordinating contract execution, facilitating and monitoring rehabilitation projects, file management, and reporting. At the beginning of each fiscal year of funding, CivicStone will update contractor pricing and prepare a marketing outreach strategy including preparing flyers and advertising. Once the advertising period is over, CivicStone will coordinate a lottery drawing and selection process. PHASE: SCOPE OF,SERVICE& Initial Contact This phase includes the initial contact with the applicant, answering any questions on the phone or via email, as well as preparing and mailing out application packages. Application Review This phase is to occur once the application is returned. It includes reviewing and underwriting the application based upon the program guidelines. It also includes requesting additional information and/or working with applicants to properly complete the application. If an applicant meets the approval guidelines, an approval letter and necessary rehabilitation agreements will be prepared for the applicant's signature. Initial Inspection This phase includes sending the rehabilitation agreements to the contractors and homeowner for signatures. The phase also includes taking exact measurements of work to be performed along with a work bid write-up and price estimate. A construction start date is also scheduled with the homeowner. Payment Once construction is completed, CivicStone will review Inspection & contractor invoices and work bid write-ups, prepare escrow Project Completion disbursement for payments to contractors, prepare waiver release forms and mail to the applicants, release payments to the contractor(s), and manage the application files. Reimbursement This phase includes preparing Appendix "A" reports for each Request applicant. Will work on GPR report for month and reimbursement. Will prepare an invoice for Orange County and follow-up on County reimbursement payments. Will coordinate all file management documents and manage a comprehensive program database. 14 of 18 FEE SCHEDULE: CivicStone will bill the City on a monthly basis and submit a detailed, line item invoice based upon the hourly fee schedule represented below, plus reimbursable expenses. The billing rates are as follows: • Monique Miner $110 per hour • Project Coordinator $ 85 per hour • Construction Specialist $ 85 per hour Note: Reimbursement costs will only be billed for copies, postage, and mileage. 15 of 18 EXHIBIT B TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Consultant acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Consultant shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Consultant shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Consultant shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Consultant and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Consultant or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Consultant shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Consultant's Services are subject to compliance monitoring and enforcement by DIR. Consultant shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies. of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Consultant acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Consultant shall post such rates at each job site covered by this Agreement. 6. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Consultant shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Consultant or by any subcontractor. 7. Consultant shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Consultant and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in 16 of 18 Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Consultant shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Consultant shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Consultant shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Consultant and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Consultant shall not perform work with any Subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Consultant and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Consultant or any subcontractor becomes debarred or suspended during the duration of the project, Consultant shall immediately notify City. 10. Consultant acknowledges that eight hours labor constitutes a legal day's work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Consultant in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Consultant hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which 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 I will comply with such provisions before commencing the performance of the work of this contract." 17 of 18 12. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Consultant shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Consultant shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Consultant shall indemnify, hold harmless and defend (at Consultant's expense with counsel reasonably acceptable to City) City, its officials; officers, employees, agents and independent contractors serving in the role of City officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Consultant, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Consultant under this Section shall survive the termination of the Agreement. 18 of 18 A� " CERTIFICATE OF LIABILITY INSURANCE DATE /2021 01/26/2021 THIS CERTIFICATE IS ISSUED AS'A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS. UPON THE CERTIFICATE. HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OW NEGATIVELY AMEND,'EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE6FINSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT:. If the certificateholder is: an ADDITIONAL INSURED, thepolicy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,'subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on .this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER .- Kosich Insurance Agencyy, Inc. 3435 Mt. Diablo Blvd., Ste 300 CONTACT Kenneth R Xosich PHONE FAx ac NO Ext (925) 284-3911 LAIc,No)_(925) 284-3919 E-MAIL ADDRESS: corp@kosich.com -Lafayette CA 94549 AUTHORIZED REPRESENTATIVE 211 8th Street Seal INSURERS) AFFORDING COVERAGE NAICN EACHOCCURRENCE S 2,000,000 INSURERA: Sentinel Insurance Co 11000 INSURED (909) 885-0229 Civicstone, Inc. INSURER e:'United StdteSLiability Ins CO 25895 DAMAGE TO RENTED PREMISES(Ea occurrence $ 110001000 INSURER C INSURER D: 4195 Chino Hills Parkway #267 INSURER E: Chino Hills CA 91709 INSURER F: PERSONAL &ADV INJURY COVERAGES CERTIFICATE. NUMBER: cert. In .9257 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 OWCONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE .ISSUED OR MAY PERTAIN, THE INSURANCE BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS'OFSUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AD LSUBR POLICY NUMBER 'POLICY EFF MMIOOIYYYYV�13"Wi POLICVERP LIMITS A X I COMMERCIAL GENERAL LIABILITY AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach CA 90740 I EACHOCCURRENCE S 2,000,000 CLAIMS -MADE I X I OCCUR y Y 57SBAGQ8135 03/16/202003/16/2021 DAMAGE TO RENTED PREMISES(Ea occurrence $ 110001000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE S 4,000,000 RI- LOC X POLICY [] IECT I PRODUCTS - COMPIOP AGG S 4,000,000 S OTHER: ABILITY COMBINED SINGLE LIMIT$LIE. adctleJ�2,000,000 BODILY INJURY(Per peso) S A57SEAGQ8135 03/16/2020 03/16/2021 SCHEDULED LAOUWTNOESDEONLY AUTOSLY BODILY INJURY(Per accident)S PROPERTY DAMAGE (Per accident) S HIRED N -OWNED X AUTOS ONLY S UMBRELLA LIAB OCCUR EACH OCCURRENCE I$ AGGREGATE Is EXCESS UAB CLAIMS -MADE DED RETENTIONS 15 WORKERS COMPENSATIONPER AND EMPLOYERS' LIABILITY YEN ANYPROPRIETCRIPARTNERIEXECUTIVEEL. OTH- STATUTE ER EACH ACCIDENT S OPTIC RIME MB ER EXCLUDED? ❑ NIA (Mantlatory in NH) E.L. DISEASE- EA EMPLOYEE $ E.L. DISEASE -POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below B Errors and Omissions SP1013849M 09/07/2020 09/07/2021 Each Claim $ 1,000,000 Aggregate $ 2,000,000 DESCRIPTION OF OPERATION B I LOCATIONS I VEHICLES (ACORD 161, Additional Remarks Schedule, may be attached if m ore space is required) City of 'Seal Beach, its: directors,.officials, officers, employees, agents and volunteers are included as additional insureds for General Liability as required by written contract per the attached endorsement form, SS00080405. 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 ACCORDANCE WITH THE POLICY PROVISIONS. City Clerk's Office City of Seal Beach AUTHORIZED REPRESENTATIVE 211 8th Street Seal Beach CA 90740 I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Policy Number 57SBAGQ8135 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM 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 Beginning on Page 1 1 2 2 3 10 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 5. 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 Form SS 00 08 04 05 14 15 15 15 16 16 16 16 16 17 18 18 20 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our' refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section. G. - Liability And Medical Expenses Definitions, A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) coverage territory"; Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any .occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury' and "property damage" only if: (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. — Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage' during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. — Who Is An Insured or any "employee" authorized by you to give or receive notice of an 'occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005. The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur, accident; d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, ur injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an ..occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability Coverage for "bodily injury" applies. We (b) You are not engaged in the do not have to furnish [hese bonds. business or occupation of providing b such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident: (8) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an ".insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract'; (4) The allegations in the "suit" and the information we know about the ..occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense B. 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 (i v) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization 4o: (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, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. — Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage-"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury that the insured would have in the absence of the contract or agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that Is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" ,or sister of that "employee" as a "property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same "insured contract", and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability 9 y rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol; or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the (ii) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, .,pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or Fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a Fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "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; Page 6 of 24 Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, ftting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. - Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the 'property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the 'property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because 'your work' was incorrectly performed on it. BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to ..property damage' (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days, A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. - Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work' and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage' to borrowed equipment while not being used to perform operations at ajob site. Paragraph (6) of this exclusion does not apply to 'property damage' included in the 'products -completed operations hazard'. 1. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work' arising out of it or any part of it and included in the "products -completed operations hazard'. This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. in. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product' or "your work'; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to ..your product' or 'your work' after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: p of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property` However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written electronic or bulletin board the insured hosts, w publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your person's right of privacy created by advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act "advertisement"; (12) Arising out of: (6) Arising out of the wrong description of the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also t Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement' or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate '.electronic data". r. Employment -Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or .'personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or .personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E - Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or ..personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN -SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation; other than the TCPA or CAN -SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You — Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage 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. 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 orjoint 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 thatco- "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, Page 10 of 24 Form SS 00 08 04 05 3. 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", (2) "Personal and advertising injury" any partner or member (if you are a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person of organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily, injury" to a co -"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge; any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to the watercraft, and only if no other injury or damage with respect to which an n surance any kind iavailable to that in insured under this insurance is also an anization for this liability. person or organization insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co -"employee" of the Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. — Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "properly damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or ..personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Page 12 of 24 Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that IITI E.X2NM2][11111WASIGITIA IT1111—�I3'i e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. .'property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting.on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products - (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such .coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this .failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, .,personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described.in the Other Insurance Condition The most we will pay for all medical expenses in Section E. — Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b. above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; .'property damage' to any one premises, while b. Claims made or "suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury' and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products -completed operations hazard" is damage results from fire, lightning or explosion the Products -Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations. b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit'; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, i the any remaining period of less than 12 months, starting enforcement of any right againstt any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable the insured because of injury after issuance for an additional period of less than 12 or dam mage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any 'executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss 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 coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages, below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other insurance by the method described in c. No person or organization has a right under below. this Coverage Form: 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 foal 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 That fire, lightning explosion this insurance or that are in excess of the insurance for premises rented you applicable limit of insurance. An agreed or temporarily occupied by youu with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the 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 "property and any rights or duties specifically assigned 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; (4) Aircraft, Auto Or Watercraft a. As if each Named Insured were the only Named Insured; and If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to b. Separately to each insured against whom "suit" the extent not subject to Exclusion g. of a claim is made or is brought. Section A. - Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. - representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit' if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. 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. Form SS 00 08 04 05 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 Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy; except as shown in the Declarations as an Additional 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. is 2. Additional Insured - Managers Or Lessors 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 part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the Insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the insurance afforded to these additional insureds, the following This insurance does not apply to: 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 Page 18 of 24 Form SS 00 08 04 05 Insured — State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) 'Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) 'Bodily injury" or "property damage" included in the "product -completed operations" hazard. 7. Additional Insured — Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence, of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or ''property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured — Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Form SS 00 08 0405 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured - Owners, Lessees Or Contractors - Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or .'property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured - Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured - Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto' means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include ..mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a ..suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or Floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by -.laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. — Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road -beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) 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, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or P Y J Y generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability 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. Vehicles not described in a., b., c., or d. professional services, including those above maintained primarily for purposes listed in (1) above and supervisory, other than the transportation of persons or inspection, architectural or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached "mobile agreement between you and the labor leasing equipment are not equipment" but "autos": firm, to perform duties related to the conduct of will be considered your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto'; (c) Street cleaning; b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices ..auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft, watercraft or "auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False 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 are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; I. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes_ materials to be recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of 'occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21 ''Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent .employee' on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee'; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; C. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products, b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product'; and (2) The providing of or failure to provide. warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 08 04 05