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23-065 Municipal Resource Group for Community Development Department Organizational Assessment
Community Development Department Organizational Assessment Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1. PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and Municipal Resource Group (MRG) (“Contractor”), for Community Development Department Organizational Assessment, and is effective on the last date signed below (“Effective Date”). 2. SERVICES Contractor agrees to provide the services and perform the tasks (“Services”) set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on December 15, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on the effective date and shall be completed by December 15, 2023. The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $37,600.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending Community Development Department Organizational Assessment Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker’s compensation, or other benefits from the City. 5.2 Contractor’s Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License, if required by the Cupertino Municipal Code. 5.4 Subcontractors. Only Contractor’s employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials, and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or emplo yee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Community Development Department Organizational Assessment Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document, or other information or work, in any medium (collectively, “Work Product”), prepared by Contractor in connection with this Agreement will be the exclusive property of the City upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the U.S. Code, all Work Product arising out of this Agreement is considered “works for hire” and all copyrights to the Work Product will be the property of City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City’s written approval. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor’s performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Community Development Department Organizational Assessment Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY / SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City’s contributions in making the project possible. The words “City of Cupertino” will be displayed in all pieces of publicity, including flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers, and consultants (“Indemnitees”), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs, and expenses (including attorney fees, legal costs, and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations, or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City’s confidential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim. At City’s request, Contractor will assist City in the defense of a claim, dispute, or lawsuit arising out of this Agreement. 11.3 Contractor’s duties under this section are not limited to the Contract Price, workers’ compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in Community Development Department Organizational Assessment Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor’s payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor’s compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor’s ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a “public works” component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS), or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777, and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. Community Development Department Organizational Assessment Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 of the California Code of Regulations. Contractor agrees to abide by the City’s rules governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Pamela Wu as the City’s representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Rick Otto as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor’s Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City’s Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Community Development Department Organizational Assessment Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator’s award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City’s waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party’s authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit, or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal, or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Community Development Department Organizational Assessment Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law, and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino Office of the City Manager 10300 Torre Ave. Cupertino, CA 95014 Attention: Pamela Wu Email: PamelaW@cupertino.org To Contractor: Municipal Resource Group (MRG) P.O. Box 561 Wilton, CA 95693 Attention: Rick Otto Email: ottocitymanagement@gmail.com 27. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date Mary Egan CEO Jun 23, 2023 Pamela Wu City Manager Jun 23, 2023 Community Development Department Organizational Assessment Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk Date Christopher D. Jensen Jun 23, 2023 EXHIBIT A Scope of Work SCOPE OF WORK The City of Cupertino has requested a comprehensive organizational review and assessment of the departmental culture, structure, staffing levels, and service delivery methods of the Community Development Department to achieve the following objectives: • Examine and explore the organizational, functional, and cultural issues. • Conduct a Functional Assessment, designed to determine the capability/competence of the function(s) within the division and to ensure alignment with best practices. • Conduct an Organizational Development (OD) assessment, designed to assess department culture, levels of employee engagement, team effectiveness, role/goal clarity, diversity and inclusion, skillsets/competencies, etc. • Evaluate staffing levels, positions, functions, and contracted services in relation to the workload and provide recommendations as to appropriate staffing levels. • Review the City’s organizational structure and provide recommendations for improved efficiency, policy compliance, and service delivery. • Evaluate service delivery methods and outcomes, utilizing City staff and community input, and provide recommendations to improve service delivery and outcomes. WORK PLAN MRG has developed the following work plan for the project to meet the City’s needs. The scope of work is dependent upon the needs of the organization and may be modified as needed during the initial video conference. 1. Initial video conference with major stakeholders including but not limited to City Manager, Director of Human Resources, Community Development Department Director, and other City contacts. Request documents for review. • Review project outcomes, process timing, expectations, define interview subjects, and set initial timeline. • Obtain and review City organizational chart, job class information, background reports, operational data, budgets, and financial reports and perceptions of where this department and division have undeveloped capacity. Obtain anecdotal perspectives on issues and concerns that drive this request. • Include probing questions on culture and engagement. 2. Develop Interview Materials and Conduct Staff Interviews. • Develop interview format and questions and finalize upon staff review. • Conduct one-hour interviews via on-site and/or video conferencing with key staff. • Anticipate conducting approximately 30 interviews, including staff from the planning, building, housing and code enforcement divisions, as well as certain department heads and City Manager’s Office staff. In addition, MRG will interview a small number of community members and/or members of the development community. • Compile and analyze interview data and information. 3. Conduct a comparison analysis of the Cupertino Community Development Department to certain nearby cities that will be mutually agreed upon by the City and MRG. EXHIBIT A • Compile and analyze data from the comparison study. 4. Prepare Initial Findings/Recommendations • Compile data, perform analysis, prepare key initial findings summaries, and develop recommendations. 5. Conduct Mid-Project Update Meeting with the City Manager and designated staff. • Review initial findings/recommendations/best practices, conduct additional research and outreach as needed. 6. Prepare final Report and Summary Level Draft PowerPoint Presentation for Review • Compile Report and PowerPoint Presentation, review with City Manager, revise as necessary, prepare final Report and PowerPoint, and deliver to City. 7. Optional: Professional Development opportunities and Assistance in implementing recommendations/best practices. EXHIBIT B Schedule of Performance PROJECT TIMELINE Work is expected to begin in late June/early July and be completed in mid-September depending on staff availability for interviews and the City’s responsiveness in providing the data. All work except as noted above is expected to be conducted and performed remotely with connectivity provided via video conference. Additional work not included in this proposal, such as professional development, will be billed at their respective hourly rates and will begin only after agreed upon between the City and MRG. EXHIBIT C Cost Summary PROJECT FEES MRG will invoice on an hourly basis at $225 per hour for the assessment estimated at 160 hours up to a project not to exceed amount of $37,600 for actual hours and expenses incurred on the project. Documents are transmitted via confidential email. If in-person meetings are agreed upon, MRG will invoice for expenses at cost with no markup (estimated to be $1,600 for a three-day interview visit included in the above not to exceed amount). Any travel costs associated with requested in-person presentations to staff and/or City Council would also be invoiced at cost with no markup, within the not to exceed amount limit. Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 10 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of the Services. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant’s insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant’s insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 6/22/2023 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Marie Swaney 626-696-1890 CertsDesignPro@AssuredPartners.com License#:6003745 Sentinel Insurance Company 11000 MUNIRES-01 Underwriters at Lloyd's,London 32727MunicipalResourceGroup,LLC (MRG) PO BOX 561 Wilton CA 95693 Hartford Casualty Insurance Company 29424 Trisura Specialty Insurance Co 16188 971580348 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X Y Y 57SBAUZ2244 2/2/2023 2/2/2024 4,000,000 A 2,000,000 X X Y Y 57SBAUZ2244 2/2/2023 2/2/2024 C XY57WECAB10L82/1/2023 2/1/2024 1,000,000 1,000,000 1,000,000 B D Professional Liability Cyber Liability MPL505106423 ATB661825002 2/5/2023 2/5/2023 2/5/2024 2/5/2024 Per Claim/$2,000,000 Per Claim/$2,000,000 Agg Lmt/$2,000,000 Agg Lmt/$2,000,000 Insured owns no company vehicles;therefore,hired/non-owned auto is the maximum coverage that applies.Professional services includes Management consulting and strategic planning services,and workplace investigations.An Insured extends to a natural person performing services or duties within the scope of their written agreement with an Insured Entity and for whom the Insured Entity is legally liable,but only while acting within the scope of such person’s duties performed on behalf of the Insured Entity. Re:All Operations of the Named Insured. The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are named as an additional insured as respects general liability and auto liability as required per written contract or agreement.General Liability is Primary/Non-Contributory per policy form wording.Insurance coverage includes waiver of subrogation per the attached endorsement(s). See Attached... 30 Day Notice of Cancellation City of Cupertino 10300 Torre Avenue Cupertino CA 95014 ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: MUNIRES-01 1 1 AssuredPartners Design Professionals Insurance Services,LLC Municipal Resource Group,LLC (MRG) PO BOX 561 Wilton CA 95693 25 CERTIFICATE OF LIABILITY INSURANCE SEVERABILITY OF INTERESTS Separation of Insureds -Except with respect to the Limits of Insurance,and any rights or duties specifically assigned in this Coverage Part to the first Named Insured,this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each insured against whom claim is made or suit is brought. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form SS 04 38 09 09 Page 1 of 3 © 2009, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission) HIRED AUTO AND NON-OWNED AUTO This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM This coverage is subject to all provisions in the BUSINESS LIABILITY COVERAGE FORM not expressly modified herein: A. Amended Coverage: Coverage is extended to "bodily injury" and "property damage" arising out of the use of a "hired auto" and "non-owned auto". B. Paragraph B. EXCLUSIONS is amended as follows: 1.Exclusion g. Aircraft, Auto or Watercraft does not apply to a "hired auto" or a "non-owned auto". 2.Exclusion e. Employers Liability does not apply to "bodily injury" to domestic "employees" not entitled to workers’ compensation benefits or to liability assumed by the "insured" under an "insured contract". 3.Exclusion f. Pollution is replaced by the following: "Bodily injury" or "property damage" arising out oftheactual,allegedorthreateneddischarge, dispersal, seepage, migration, release or escape of "pollutants": a.That are, or that are contained in any property that is: (1)Being transported or towed by, handled, or handled for movement into, onto or from, the covered "auto"; (2)Otherwise in the course of transit by or on behalf of the "insured"; or (3)Being stored, disposed of, treated or processed in or upon the covered "auto". b.Before the "pollutants" or any property in whichthe"pollutants"arecontainedare moved from the place where they are accepted by the "insured" for movement into or onto the covered "auto"; or c.After the "pollutants" or any property in which the "pollutants" are contained are moved from the covered "auto" to the place where they are finally delivered, disposed of or abandoned by the "insured". Paragraph a.above does not apply to fuels, lubricants, fluids, exhaust gases or other similar "pollutants" that are needed for or result from the normal electrical, hydraulic or mechanical functioning of the covered "auto" or its parts, if: (1)The "pollutants" escape, seep, migrate, or are discharged or released directly from an "auto" part designed by its manufacturer to hold, store, receive, or dispose of such "pollutants"; and (2) The "bodily injury" and "property damage" does not arise out of the operation of any equipment listed in paragraphs 15.b.and 15.c.of the definition of "mobile equipment". Paragraphs b.and c.above do not apply to "accidents" that occur away from premises owned by or rented to an "insured" with respect to "pollutants" not in or upon a covered "auto" if: (1)The "pollutants" or any property in which the "pollutants" are contained are upset, overturned or damaged as a result of the maintenance or use of a covered "auto"; and Policy #: 57SBAUZ2244 Page 2 of 3 Form SS 04 38 09 09 (2)The discharge, dispersal, seepage, migration, release or escape of the "pollutants" is caused directly by such upset, overturn or damage as a result of the maintenance or use of a covered "auto". 4.With respect to this coverage, the following additional exclusions apply: a. Fellow employee Coverage does not apply to "bodily injury" to any fellow "employee" of the "insured" arising out of the operation of an "auto" owned by the "insured" in the course of the fellow "employee’s" employment. b. Care, custody or control Coverage does not apply to "property damage" involving property owned or transported by the "insured" or in the "insured’s" care, custody or control. C.With respect to "hired auto" and "non-owned auto" coverage, Paragraph C. WHO IS AN INSURED is deleted and replaced by the following: The following are "insureds": a.You. b.Your "employee" while using with your permission: (1)An "auto" you hire or borrow; or (2)An "auto" you don’t own, hire or borrow in your business or personal affairs; or (3)An "auto" hired or rented by your "employee" on your behalf and at your direction. c.Anyone else while using a "hired auto" or "non- owned auto" with your permission except: (1)The owner or anyone else from whom you hire or borrow an "auto". (2)Someone using an auto while he or she is working in a business of selling, servicing, repairing, parking or storing "autos" unless that business is yours. (3)Anyone other than your "employees", partners (if you are a partnership), members (if you are a limited liability company), or a lessee or borrower or any of their "employees", while moving property to or from an "auto". (4)Apartner(ifyouareapartnership),ora member (if you are a limited liability company) for an "auto" owned by him or her or a member of his or her household. d.Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. D.With respect to the operation of a "hired auto" and "non-owned auto", the following additional conditions apply: 1. OTHER INSURANCE a.Except for any liability assumed under an "insured contract" the insurance provided by this Coverage Form is excess over any other collectible insurance. However, if your business is the selling, servicing, repairing, parking or storage of "autos", the insurance provided by this endorsement is primary when covered "bodily injury" or "property damage" arises out of the operation of a customer’s "auto" by you or your "employee". b.When this Coverage Form and any other Coverage Form or policy covers on the same basis, either excess or primary, we will pay only our share. Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 2. TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US If the Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us apply to the same "accident", the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy. This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. E.The following definitions are added: G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1."Hired auto" means any "auto" you lease, hire, rent or borrow. This does not include any auto you lease, hire, rent or borrow from any of your "employees", your partners (if you are a partnership), members (if you are a limited liability company), Form SS 04 38 09 09 Page 3 of 3 or your "executive officers" or members of their households. This does not include a long-term leased "auto" that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto" you own that is out of service because of its breakdown, repair, servicing or destruction. 2."Non-owned auto " means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with your business. This includes: a."Autos" owned by your "employees" your partners (if you are a partnership), members (if you are a limited liability company), or your "executive officers", or members of their households, but only while used in your business or your personal affairs. b.Customer’s "auto" that is in your care, custody or control for service. QUICK REF ERENCE BUSINESS LIA BIL ITY CO VERA GE F ORM REA D YOUR PO LICY CAREF ULL Y BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 1Business Liability 2Medical Expenses 2CoverageExtension -Supplementary Payments 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 1.15Bankruptcy 2.15DutiesInTheEventOf Occurrence,Offense,Claim Or Suit 3.16FinancialResponsibilityLaws 4.16Legal Action Against Us 5.16SeparationOf Insureds 6.16Representations 7.16OtherInsurance 8.17TransferOf Rights Of Recovery Against Others To Us F.OPTIONAL ADDITIONAL INSURED COVERAGES 18 18AdditionalInsureds G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 57SBAUZ2244 ABCDEFGHIJ BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. CThe word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured. GOther words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And Medical Expenses Definitions. (a)The "bodily injury" or "property A. COVERAGES damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";AND ADVERTISING INJURY) (b)The "bodily injury" or "propertyInsuring Agreement damage" occurs during the policy a.We will pay those sums that the insured period; and becomes legally obligated to pay as (c)Prior to the policy period, no insured damages because of "bodily injury",1.listed under Paragraph of Section "property damage" or "personal and C.– Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit"or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply.damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence"or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But:damage" during or after the policy period will be deemed to have been(1)The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2)To "personal and advertising injury" Liability And Medical Expenses Limits caused by an offense arising out of your Of Insurance; and business, but only if the offense was(2)Our right and duty to defend ends when committed in the "coverage territory" we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c."Bodily injury" or "property damage" will besettlements or medical expenses to which deemed to have been known to havethis insurance applies. occurred at the earliest time when anyNo other obligation or liability to pay sums or 1.insured listed under Paragraph of Sectionperform acts or services is covered unless C.–Who Is An Insured or any "employee"explicitly provided for under Coverage authorized by you to give or receive noticeExtension - Supplementary Payments. of an "occurrence" or claim:b.This insurance applies: (1)Reports all, or any part, of the "bodily (1)To "bodily injury" and "property injury" or "property damage" to us or damage" only if:any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2)b.Receives a written or verbal demand or 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 reasonable expenses for:(3)Becomes aware by any other means that (1)"bodily injury"or "property damage"has First aid administered at the time of an occurred or has begun to occur.accident; d.(2)Damages because of "bodily injury"include Necessary medical,surgical,x-ray and damages claimed by any person or dental services,including prosthetic organization for care,loss of services or devices;and death resulting at any time from the "bodily (3)Necessary ambulance,hospital, injury".professional nursing and funeral e.Incidental Medical Malpractice services. (1)"Bodily injury"arising out of the 3.COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a.We will pay,with respect to any claim or physician,dentist,nurse,emergency "suit"we investigate or settle,or any "suit" medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1)All expenses we incur."occurrence", but only if: (2)Up to $1,000 for the cost of bail bonds (a)The physician,dentist,nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury"applies. We (b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3)The cost of appeal bonds or bonds to such services. 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 (4)All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence". "suit",including actual loss of earnings 2.MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a.We will pay medical expenses as described (5)All costs taxed against the insured in below for "bodily injury"caused by an the "suit". accident:(6)Prejudgment interest awarded against (1)On premises you own or rent;the insured on that part of the judgment we pay.If we make an offer to pay the (2)On ways next to premises you own or applicable limit of insurance,we will not rent;or pay any prejudgment interest based on (3)Because of your operations;that period of time after the offer. provided that:(7)All interest on the full amount of any (1)The accident takes place in the judgment that accrues after entry of the "coverage territory"and during the judgment and before we have paid, policy period;offered to pay,or deposited in court the part of the judgment that is within the (2)The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1)(7)Any amounts paid under through above will not reduce the limits of insurance.(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 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b.If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys'fees incurred by us in the named as a party to the "suit",we will defense of that indemnitee,necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met:necessary litigation expenses incurred by the indemnitee at our request will be(1)The "suit"against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of 1.b.(b)B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract";Exclusions,such payments will not be deemed to be damages for "bodily (2)This insurance applies to such liability injury"and "property damage"and will assumed by the insured; not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of Our obligation to defend an insured's the defense of,that indemnitee,has indemnitee and to pay for attorneys'fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract"; Supplementary Payments ends when:(4)The allegations in the "suit"and the (1)We have used up the applicable limit information we know about the of insurance in the payment of "occurrence"are such that no conflict judgments or settlements; orappearstoexistbetweentheinterests (2)of the insured and the interest of the The conditions set forth above,or the indemnitee;terms of the agreement described in (6)Paragraph above,are no longer met.(5)The indemnitee and the insured ask us to conduct and control the defense B.EXCLUSIONS of that indemnitee against such "suit" 1.Applicable To Business Liability Coverageandagreethatwecanassignthe This insurance does not apply to:same counsel to defend the insured and the indemnitee;and a.Expected Or Intended Injury (6)The indemnitee:(1)"Bodily injury"or "property damage" expected or intended from the (a)Agrees in writing to: standpoint of the insured.This (i)Cooperate with us in the exclusion does not apply to "bodily investigation,settlement or injury"or "property damage"resulting defense of the "suit";from the use of reasonable force to (ii)Immediately send us copies of protect persons or property; or any demands,notices, (2)"Personal and advertising injury"arisingsummonsesorlegalpapers out of an offense committed by,at thereceivedinconnectionwith direction of or with the consent orthe "suit";acquiescence of the insured with the (iii)Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b.Contractual Liability (iv)Cooperate with us with (1)"Bodily injury"or "property damage";orrespecttocoordinatingother (2)"Personal and advertising injury"applicable insurance available to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of(b)Provides us with written liability in a contract or agreement.authorization to: This exclusion does not apply to liability (i)Obtain records and other for damages because of:information related to the "suit"; and (a)"Bodily injury","property damage"or "personal and advertising injury"that(ii)Conduct and control the the insured would have in thedefenseoftheindemniteein absence of the contract orsuch"suit". agreement;or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b)(b)"Bodily injury"or "property damage"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 (1)consequence of above. subsequent to the execution of the This exclusion applies:contract or agreement.Solely for (1)Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract",reasonable andattorneys'fees and necessary litigation expenses incurred by or for (2)To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury"or "property damage"This exclusion does not apply to liability provided:assumed by the insured under an "insured (i)Liability to such party for,or for contract". the cost of,that party’s defense f.Pollution has also been assumed in the (1)"Bodily injury","property damage"or same "insured contract",and "personal and advertising injury" (ii)Such attorneys'fees and arising out of the actual,alleged or litigation expenses are for threatened discharge,dispersal, defense of that party against a seepage,migration,release or escape civil or alternative dispute of "pollutants": resolution proceeding in which (a)At or from any premises,site or damages to which this location which is or was at anyinsurance applies are alleged. time owned or occupied by,or c.Liquor Liability rented or loaned to any insured. "Bodily injury"or "property damage"for However,this subparagraph does which any insured may be held liable by not apply to: reason of:(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 produced by or originating from(2)The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol;or or equipment that is used to(3)Any statute,ordinance or regulation heat water for personal use,byrelatingtothesale,gift,distribution or the building's occupants or theiruseofalcoholicbeverages.guests; This exclusion applies only if you are in the (ii)"Bodily injury"or "propertybusinessofmanufacturing,distributing,damage"for which you may beselling,serving or furnishing alcoholic held liable,if you are abeverages.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 premises,site or location ande.Employer’s Liability such premises,site or location"Bodily injury" to: is not and never was owned or(1)An "employee"of the insured arising occupied by,or rented orout 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)(ii)At or from any premises,site or "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 with operations being performed(c)Which are or were at any time by you or on your behalf by atransported,handled,stored, contractor or subcontractor;ortreated,disposed of,or processed (iii)as waste by or for:"Bodily injury"or "property damage"arising out of heat, (i)Any insured; or smoke or fumes from a (ii)Any person or organization for "hostile fire"; orwhomyoumaybelegally (e)At or from any premises,site orresponsible; location on which any insured or any(d)At or from any premises,site or contractors or subcontractorslocationonwhichanyinsuredor working directly or indirectly on anyanycontractorsorsubcontractors insured’s behalf are performingworkingdirectlyorindirectlyon operations if the operations are toanyinsured'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 assessthepremises,site or location in the effects of,"pollutants".connection with such operations (2)Any loss,cost or expense arising out by such insured,contractor or of any:subcontractor.However,this (a)subparagraph does not apply to:Request, demand, order or statutory or regulatory requirement that any(i)"Bodily injury"or "property insured or others test for,monitor,damage"arising out of the clean up,remove,contain,treat,escape of fuels,lubricants or detoxify or neutralize,or in any wayother operating fluids which are respond to,or assess the effects of,needed to perform the normal "pollutants";orelectrical,hydraulic or (b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts,damages because of testing for, if such fuels, lubricants or other monitoring,cleaning up, removing, operating fluids escape from a containing,treating,detoxifying or vehicle part designed to hold,neutralizing,or in any way store or receive them.This responding to,or assessing the exception does not apply if the effects of,"pollutants". "bodily injury"or "property However,this paragraph does not damage"arises out of the apply to liability for damages because intentional discharge,dispersal of "property damage"that the insured or release of the fuels,would have in the absence of such lubricants or other operating request,demand,order or statutory or fluids,or if such fuels,regulatory requirement,or such claim lubricants or other operating or "suit"by or on behalf of a fluids are brought on or to the governmental authority. premises,site or location with the intent that they be discharged,dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g.Aircraft,Auto Or Watercraft (2)The use of "mobile equipment"in,or while in practice or preparation for,a"Bodily injury"or "property damage"arising prearranged racing,speed or out of the ownership,maintenance,use or demolition contest or in any stunting entrustment to others of any aircraft,"auto" activity.or watercraft owned or operated by or rented i.Warorloanedtoanyinsured.Use includes operation and "loading or unloading"."Bodily injury","property damage"or This exclusion applies even if the claims "personal and advertising injury",however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision,hiring,(1)War,including undeclared or civil war; employment,training or monitoring of others (2)Warlike action by a military force, by that insured,if the "occurrence"which including action in hindering or caused the "bodily injury"or "property defending against an actual ordamage"involved the ownership, expected attack,by any government, maintenance,use or entrustment to others of sovereign or other authority usinganyaircraft,"auto"or watercraft that is military personnel or other agents; orownedoroperatedbyorrentedorloanedto (3)Insurrection,rebellion,revolution, any insured. usurped power,or action taken by This exclusion does not apply to: governmental authority in hindering or (1)A watercraft while ashore on premises defending against any of these. you own or rent; j.Professional Services (2)A watercraft you do not own that is:"Bodily injury","property damage"or (a)Less than 51 feet long; and "personal and advertising injury"arising out of the rendering of or failure to render (b)Not being used to carry persons any professional service.This includes for a charge; but is not limited to:(3)Parking an "auto"on,or on the ways (1)Legal,accounting or advertisingnextto,premises you own or rent, services;provided the "auto"is not owned by or rented or loaned to you or the insured;(2)Preparing,approving,or failing to prepare or approve maps,shop(4)Liability assumed under any "insured drawings,opinions,reports,surveys,contract"for the ownership, field orders,change orders,designs ormaintenanceoruseofaircraftor drawings and specifications;watercraft; (3)Supervisory,inspection,architectural (5)"Bodily injury"or "property damage" or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4)Medical,surgical,dental,x-ray or f.(3)or of the definition of "mobile nursing services treatment,advice or equipment";or instruction; (6)An aircraft that is not owned by any (5)Any health or therapeutic service insured and is hired,chartered or loaned treatment, advice or instruction; with a paid crew.However,this (6)Any service,treatment,advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement,hair injury"or "property damage",whether removal or replacement or personal the other insurance is primary,excess,grooming;contingent or on any other basis. (7)Optical or hearing aid services h.Mobile Equipment including the prescribing,preparation, "Bodily injury"or "property damage" fitting,demonstration or distribution of arising out of:ophthalmic lenses and similar products or hearing aid devices;(1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8)(1)(3)(4)Optometry or optometric services Paragraphs ,and of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing,damage"(other than damage by fire)to preparation,fitting,demonstration or premises,including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products;fewer consecutive days.A separate Limit of Insurance applies to Damage To (9)Any: Premises Rented To You as described in (a)Body piercing (not including ear D.Section -Limits Of Insurance.piercing); (2)Paragraph of this exclusion does not(b)Tattooing,including but not limited apply if the premises are "your work"and to the insertion of pigments into or were never occupied,rented or held for under the skin; and rental by you. (c)Similar services;(3) (4)Paragraphs and of this exclusion do (10)Services in the practice of pharmacy; not apply to the use of elevators. and (3)(4)(5)(6)Paragraphs ,,and of this (11)Computer consulting,design or exclusion do not apply to liability assumed programming services,including web under a sidetrack agreement. site design.(3)(4)Paragraphs and of this exclusion do (4)(5)Paragraphs and of this exclusion do not apply to "property damage"to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. 1.e.A.Paragraph in Section -Coverages.(6)Paragraph of this exclusion does not k.Damage To Property apply to "property damage" included in the "products-completed operations hazard"."Property damage" to: l.Damage To Your Product(1)Property you own,rent or occupy, including any costs or expenses "Property damage"to "your product" incurred by you,or any other person, arising out of it or any part of it. organization or entity,for repair, m.Damage To Your Work replacement,enhancement, "Property damage"to "your work"arising restoration or maintenance of such out of it or any part of it and included in the property for any reason,including "products-completed operations hazard".prevention of injury to a person or damage to another's property;This exclusion does not apply if the damaged work or the work out of which (2)Premises you sell,give away or the damage arises was performed on your abandon,if the "property damage"arises behalf by a subcontractor.out of any part of those premises; n.Damage To Impaired Property Or (3)Property loaned to you; Property Not Physically Injured(4)Personal property in the care,custody "Property damage"to "impaired property" or control of the insured; or property that has not been physically (5)That particular part of real property on injured, arising out of:which you or any contractors or (1)A defect,deficiency,inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; oroperations,if the "property damage" (2)arises out of those operations;or A delay or failure by you or anyone acting on your behalf to perform a (6)That particular part of any property contract or agreement in accordance that must be restored,repaired or with its terms.replaced because "your work"was incorrectly performed on it.This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. Form 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: (a)expense incurred by you or others for the 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 a.b.c.apply to Paragraphs ,and withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization G.advertising injury"in Section – because of a known or suspected defect, Liability And Medical Expenses deficiency,inadequacy or dangerous Definitions. condition in it.For the purposes of this exclusion, p.Personal And Advertising Injury placing an "advertisement"for or linking to others on your web site,by "Personal and advertising injury": itself,is not considered the business(1)Arising out of oral, written or electronic of advertising,broadcasting, publication of material,if done by or at publishing or telecasting;the direction of the insured with (9)Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2)Arising out of oral, written or electronic owns,or over which the insured publication of material whose first exercises control;publication took place before the (10)Arising out of the unauthorized use ofbeginningofthepolicy period; another's name or product in your e-mail(3)Arising out of a criminal act committed address,domain name or metatags,orbyor at the direction of the insured;any other similar tactics to mislead (4)Arising out of any breach of contract, another's potential customers; except an implied contract to use (11)Arising out of the violation of a another’s "advertising idea"in your person's right of privacy created by "advertisement";any state or federal act. (5)Arising out of the failure of goods, However,this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act;"advertisement"; (12)Arising out of:(6)Arising out of the wrong description of (a)An "advertisement"for others on the price of goods,products or services; your web site;(7)Arising out of any violation of any (b)Placing a link to a web site of intellectual property rights such as others on your web site;copyright,patent,trademark,trade 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 information,code,sounds,text,However,this exclusion does not graphics or images;orapplytoinfringement,in your "advertisement",of (d)Computer code,software or programming used to enable:(a)Copyright; (i)Your web site; or(b)Slogan,unless the slogan is also 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 BUSINESS LIABILITY COVERAGE FORM (13)(a)Arising out of a violation of any anti-May be awarded or incurred by trust law;reason of any claim or suit alleging actual or threatened injury (14)Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks,bonds or other persons or property which would securities; or not have occurred in whole or in (15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the (b)Arise out of any request,demand, direction of any "executive officer", order or statutory or regulatory director,stockholder,partner or requirement that any insured or member of the insured. others test for,monitor,clean up, q.Electronic Data remove,encapsulate,contain, Damages arising out of the loss of,loss of treat,detoxify or neutralize or in use of,damage to,corruption of,inability any way respond to or assess the to access,or inability to manipulate effects of an "asbestos hazard"; or "electronic data".(c)Arise out of any claim or suit for r.Employment-Related Practices damages because of testing for, monitoring,cleaning up,removing,"Bodily injury"or "personal and advertising encapsulating,containing,treating,injury"to: detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the (a)Refusal to employ that person;effects of an "asbestos hazard". (b)Termination of that person's t.Violation Of Statutes That Govern E- employment; or Mails,Fax,Phone Calls Or Other Methods Of Sending Material Or (c)Employment-related practices, Informationpolicies,acts or omissions,such as coercion,demotion,evaluation,"Bodily injury","property damage",or reassignment,discipline,"personal and advertising injury"arising defamation,harassment,humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2)The spouse,child,parent,brother or (1)The Telephone Consumer Protection sister of that person as a Act (TCPA),including any amendment consequence of "bodily injury"or of or addition to such law; "personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law;or(a)(b)(c)described in Paragraphs ,,or (3)Any statute,ordinance or regulation,above is directed. other than the TCPA or CAN-SPAM ActThisexclusion applies:of 2003,that prohibits or limits the (1)Whether the insured may be liable as sending,transmitting,communicating or an employer or in any other capacity;distribution of material or information. and Damage To Premises Rented To You – (2)To any obligation to share damages Exception For Damage By Fire,Lightning with or repay someone else who must or Explosion pay damages because of the injury.c.h.k.o.Exclusions through and through do s.Asbestos not apply to damage by fire,lightning or explosion to premises rented to you or (1)"Bodily injury","property damage"or temporarily occupied by you with permission of "personal and advertising injury" the owner.A separate Limit of Insurance arising out of the "asbestos hazard". applies to this coverage as described in (2)Any damages,judgments,settlements,D.Section -Liability And Medical Expensesloss,costs or expenses that:Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2.Applicable To Medical Expenses Coverage e.A trust,you are an insured.Your trustees are also insureds,but only with respect to We will not pay expenses for "bodily injury": their duties as trustees.a.Any Insured 2.Each of the following is also an insured:To any insured,except "volunteer workers". a.Employees And Volunteer Workersb.Hired Person Your "volunteer workers"only whileTo a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured. your business,or your "employees",other c.Injury On Normally Occupied Premises than either your "executive officers"(if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies.company)or your managers (if you are a limited liability company),but only for acts d.Workers'Compensation And Similar within the scope of their employment by Laws you or while performing duties related to To a person,whether or not an the conduct of your business."employee"of any insured,if benefits for However,none of these "employees"or the "bodily injury"are payable or must be "volunteer workers" are insureds for:provided under a workers'compensation or disability benefits law or a similar law.(1)"Bodily injury"or "personal and advertising injury":e.Athletics Activities (a)To you,to your partners or To a person injured while practicing, members (if you are a partnership instructing or participating in any physical or joint venture),to your members exercises or games,sports or athletic (if you are a limited liability contests. company),or to a co-"employee"f.Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard".related to the conduct of your business,or to your other g.Business Liability Exclusions "volunteer workers"while Excluded under Business Liability Coverage.performing duties related to the C.WHO IS AN INSURED conduct of your business; 1.If you are designated in the Declarations as:(b)To the spouse,child,parent, brother or sister of that co-a.An individual,you and your spouse are "employee"or that "volunteer insureds,but only with respect to the worker"as a consequence of conduct of a business of which you are the (1)(a)Paragraph above;sole owner. (c)For which there is any obligation b.A partnership or joint venture,you are an to share damages with or repay insured.Your members,your partners,and someone else who must pay their spouses are also insureds,but only with damages because of the injury respect to the conduct of your business. (1)(a)described in Paragraphs orc.A limited liability company,you are an (b) above; orinsured.Your members are also insureds, (d)Arising out of his or her providing but only with respect to the conduct of your or failing to provide professional business.Your managers are insureds,but health care services.only with respect to their duties as your managers.If you are not in the business of providing professional health cared.An organization other than a partnership, (d)services,Paragraph does not applyjointventureorlimitedliabilitycompany,you to any nurse,emergency medicalareaninsured.Your "executive officers"and technician or paramedic employed bydirectorsareinsureds,but only with respect you to provide such services.to their duties as your officers or directors. Your stockholders are also insureds,but only (2)"Property damage" to property: with respect to their liability as stockholders.(a)Owned,occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b)b.Rented to,in the care,custody or 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 arising out of an offense committedapartnershiporjointventure),or before you acquired or formed the any member (if you are a limited organization.liability company). 4.Operator Of Mobile Equipmentb.Real Estate Manager With respect to "mobile equipment"registered inAny person (other than your "employee"or your name under any motor vehicle registration"volunteer worker"),or any organization law,any person is an insured while driving suchwhileacting as your real estate manager. equipment along a public highway with yourc.Temporary Custodians Of Your permission.Any other person or organizationProperty 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 with respect to:(2)Until your legal representative has been appointed.a."Bodily injury"to a co-"employee"of the person driving the equipment;ord.Legal Representative If You Die b."Property damage"to property owned by, Your legal representative if you die,but rented to,in the charge of or occupied byonlywithrespecttodutiesassuch.That you or the employer of any person who is representative will have all your rights and an insured under this provision.duties under this insurance. 5.Operator of Nonowned Watercrafte.Unnamed Subsidiary With respect to watercraft you do not own that Any subsidiary and subsidiary thereof,of is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of insured while operating such watercraft with more than 50%of the voting stock on the your permission.Any other person or effective date of this Coverage Part. organization responsible for the conduct of The insurance afforded herein for any 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 of the watercraft,and only if no otherinjuryordamagewithrespecttowhichan insurance of any kind is available to that insured under this insurance is also an person or organization for this liability.insured under another policy or would be However,no person or organization is an an insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury"to a co-"employee"of the person operating the watercraft;or3.Newly Acquired Or Formed Organization b."Property damage"to property owned by,Any organization you newly acquire or form, rented to,in the charge of or occupied by other than a partnership,joint venture or you or the employer of any person who is limited liability company,and over which you an insured under this provision.maintain financial interest of more than 50%of 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 a.f.Paragraphs through 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 (e)contract,written agreement or because of a Any failure to make such permit issued by a state or political inspections,adjustments,tests or subdivision,that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy,provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business,in connection agreement, or the issuance of the permit.with the distribution or sale of the products;A person or organization is an additional (f)Demonstration,installation, insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However,no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an (g)Products which,after distribution additional insured by an endorsement issued or sale by you,have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container,part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; orF.–Optional Additional Insured Coverages. (h)"Bodily injury"or "property a.Vendors damage"arising out of the sole Any person(s)or organization(s)(referred to negligence of the vendor for its below as vendor),but only with respect to own acts or omissions or those of"bodily injury"or "property damage"arising its employees or anyone else out of "your products"which are distributed acting on its behalf. However, thisorsoldintheregularcourseofthevendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained in provides coverage for "bodily injury"or (d)(f)Subparagraphs or ;or"property damage"included within the (ii)"products-completed operations hazard".Such inspections,adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyissubjecttothefollowingadditional undertakes to make in the usualexclusions: course of business,inThisinsurancedoes not apply to:connection with the distribution (a)"Bodily injury"or "property or sale of the products. damage"for which the vendor is (2)This insurance does not apply to anyobligatedtopaydamagesby insured person or organization fromreasonoftheassumptionof whom you have acquired such products,liability in a contract or agreement. or any ingredient,part or container,This exclusion does not apply to entering into,accompanying orliabilityfordamagesthatthe containing such products.vendor would have in the absence b.Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from (b)Any express warranty whom you lease equipment;but only unauthorized by you; with respect to their liability for "bodily (c)Any physical or chemical change injury","property damage"orintheproductmadeintentionally "personal and advertising injury"by the vendor;caused,in whole or in part,by your (d)Repackaging,except when maintenance,operation or use of unpacked solely for the purpose of equipment leased to you by such inspection,demonstration,testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2)e.Permits Issued By State Or Political With respect to the insurance afforded Subdivisionstotheseadditionalinsureds,this insurance does not apply to any (1)Any state or political subdivision,but "occurrence"which takes place after only with respect to operations you cease to lease that equipment.performed by you or on your behalf for c.Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises,but With respect to the insurance afforded only with respect to liability arising out to these additional insureds,this of the ownership,maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury","property damage" leased to you.or "personal and advertising (2)With respect to the insurance afforded injury"arising out of operations to these additional insureds,this performed for the state or insurance does not apply to:municipality; or (a)(b)Any "occurrence"which takes "Bodily injury"or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f.Any Other Party (b)Structural alterations,new (1)Any other person or organization who construction or demolition a.is not an insured under Paragraphs operations performed by or on ethrough.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 in part,by your acts or omissions or(1)Any architect,engineer,or surveyor,but the acts or omissions of those acting only with respect to liability for "bodily on your behalf:injury","property damage"or "personal (a)and advertising injury"caused,in whole 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 (ii)This insurance does not apply to 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)3.Each Occurrence LimitSupervisory,inspection, architectural or engineering 2.a.2.bSubjecttoor 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", D.insureds are described in Section –Limits "property damage"and medical expenses Of Insurance.arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in How this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury"sustained by any General Conditions.one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4.Personal And Advertising Injury Limitrespecttotheconductofanycurrentorpast partnership,joint venture or limited liability 2.b.Subject to 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 any one person or organization is the Personal D.LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations. 1.The Most We Will Pay 5.Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of: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, lightning or explosion,while rented to you or c.Persons or organizations making claims or temporarily occupied by you with permission of bringing "suits". the owner. 2.Aggregate Limits In the case of damage by fire,lightning or The most we will pay for: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 InsuredsDeclarations. The most we will pay on behalf of a person or b.Damages because of all other "bodily organization who is an additional insured injury","property damage"or "personal under this Coverage Part is the lesser of:and advertising injury",including medical a.The limits of insurance specified in a expenses,is the General Aggregate Limit written contract,written agreement or shown in the Declarations. permit issued by a state or political This General Aggregate Limit applies subdivision;orseparatelytoeachofyour"locations" b.The Limits of Insurance shown in the owned by or rented to you. Declarations."Location"means premises involving the Such amount shall be a part of and not in same or connecting lots,or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street,roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this 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 us in the investigation, 3.limit set forth in Paragraph 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,in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations,unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months.In that case,the additional period will be may also apply.deemed part of the last preceding period for purposes d.Obligations At The Insured's Own CostofdeterminingtheLimitsofInsurance. No insured will,except at that insured's ownE.LIABILITY AND MEDICAL EXPENSES cost,voluntarily make a payment,assume GENERAL CONDITIONS any obligation,or incur any expense,other than for first aid,without our consent.1.Bankruptcy e.Additional Insured's Other InsuranceBankruptcyorinsolvencyoftheinsuredorof 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 by other insurance available to an 2.Duties In The Event Of Occurrence, additional insured,such additional insured Offense, Claim Or Suit must submit such claim or "suit"to the a.Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However,this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence"or an written contract,written agreement or offense which may result in a claim.To permit that this insurance is primary and the extent possible,notice should include:non-contributory with the additional (1)How,when and where the "occurrence"insured's own insurance. or offense took place;f.Knowledge Of An Occurrence,Offense, (2)The names and addresses of any Claim Or Suit injured persons and witnesses;and a.b.Paragraphs and 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 an individual;If a claim is made or "suit"is brought 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 s pecifics 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 insured is a corporation;You or any additional insured must see to 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 subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM f.(3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured.upon your representations. 3.Financial Responsibility Laws b.Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of 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 a.Primary Insurancecoveragerequiredbyanymotorvehicle b.law.We will provide the required limits for This insurance is primary except when those coverages.below applies.If other insurance is also primary,we will share with all that other 4.Legal Action Against Us c.insurance by the method described inNopersonororganizationhasarightunder below.this Coverage Form: b.Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of the into a "suit"asking for damages from an other insurance,whether primary,excess, insured;or contingent or on any other basis:b.To sue us on this Coverage Form unless (1)Your Workallofitstermshavebeenfullycomplied with.That is Fire,Extended Coverage, Builder's Risk,Installation Risk or A person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment 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 is fire,lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance.An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner;liability signed by us,the insured and the (3)Tenant Liabilityclaimantortheclaimant's legal representative. That is insurance purchased by you to 5.Separation Of Insureds cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage"to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured,this with permission of the owner;insurance applies: (4)Aircraft,Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured;and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofaclaimismadeor "suit"is brought.A.Section –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 damage"to borrowed equipment or (1)The statements in the Declarations the use of elevators to the extent not are accurate and complete; k.A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6)When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance,we will pay only our share of Insurance the amount of the loss,if any,that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations,or products and completed absence of this insurance;and operations,for which you have been (2)The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7)When You Add Others As An We will share the remaining loss,if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured.Limits of Insurance shown in the Declarations of this Coverage Part.However,the following provisions c.Method Of Sharingapplytootherinsuranceavailableto any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part:this method also.Under this approach, (a)Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary.If other contribution by equal shares,we will insurance is also primary,we will contribute by limits.Under this method,each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below.applicable limits of insurance of all insurers. (b)Primary And Non-Contributory 8.Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a.Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract,written agreement or part of any payment,including permit that this insurance is Supplementary Payments,we have made primary and non-contributory with under this Coverage Part,those rights are the additional insured's own transferred to us.The insured must do insurance,this insurance is nothing after loss to impair them.At our primary and we will not seek request,the insured will bring "suit"or contribution from that other transfer those rights to us and help us insurance.enforce them.This condition does not (a)(b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b.Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured.If the insured has waived any rights of When this insurance is excess,we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments,we other insurer has a duty to defend the have made under this Coverage Part,we insured against that "suit".If no other also waive that right,provided the insured insurer defends,we will undertake to do waived their rights of recovery against so,but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM 3.Additional Insured -Grantor Of FranchiseF.OPTIONAL ADDITIONAL INSURED C.WHO IS AN INSURED under Section isCOVERAGES amended to include as an additional insured If listed or shown as applicable in the Declarations,the person(s)or organization(s)shown in the one or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise,but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required 4.Additional Insured -Lessor Of LeasedbyWrittenContract,Written Agreement or Permit) EquipmentC.of Section ,Who Is An Insured,does not apply to the person or organization shown in the a.C.WHO IS AN INSURED under Section 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, but only with respect to liability for "bodily 1.Additional Insured -Designated Person Or injury","property damage"or "personal Organization and advertising injury"caused,in whole or C.WHO IS AN INSURED under Section is in part,by your maintenance,operation oramendedtoincludeasanadditionalinsured use of equipment leased to you by such the person(s)or organization(s)shown in the person(s)or organization(s).Declarations,but only with respect to liability b.With respect to the insurance afforded to for "bodily injury","property damage"or these additional insureds,this insurance "personal and advertising injury"caused,in does not apply to any "occurrence"which whole or in part,by your acts or omissions or takes place after you cease to lease that the acts or omissions of those acting on your equipment.behalf: 5.Additional Insured -Owners Or Other a.In the performance of your ongoing Interests From Whom Land Has Been operations; or Leasedb.In connection with your premises owned a.C. WHO IS AN INSURED under Section is by or rented to you. amended to include as an additional 2.Additional Insured -Managers Or Lessors insured the person(s)or organization(s) Of Premises shown in the Declarations as an Additional a.C.WHO IS AN INSURED under Section 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 (1)Any "occurrence"that takes place additional exclusions apply: after you cease to lease that land;orThisinsurancedoes not apply to: (2)Structural alterations,new (1)Any "occurrence"which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization. (2)Structural alterations,new 6.Additional Insured -State Or Politicalconstructionordemolitionoperations Subdivision –Permitsperformedbyoronbehalfofsuch a.C.WHO IS AN INSURED under Section ispersonor organization. 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 (e)Insured –State Or Political Subdivision -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 business,in connection with theb.With respect to the insurance afforded to distribution or sale of the products;these additional insureds,the following (f)Demonstration,installation, additional exclusions apply: servicing or repair operations, This insurance does not apply to: except such operations performed (1)"Bodily injury","property damage"or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality;or (g)Products which,after distribution (2)"Bodily injury"or "property damage" or sale by you,have been labeled included in the "product-completed or relabeled or used as a operations"hazard.container,part or ingredient of any 7.Additional Insured –Vendors other thing or substance by or for the vendor; ora.C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury"or "property insured the person(s)or organization(s) damage"arising out of the sole (referred to below as vendor)shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor,but only with respect to "bodily its employees or anyone else injury"or "property damage"arising out of acting on its behalf. However, 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 (d)(f)Subparagraphs or ;or provides coverage for "bodily injury"or (ii)Such inspections, "property damage"included within the adjustments,tests or servicing "products-completed operations hazard". as the vendor has agreed to b.The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business,in connection with the distribution or sale of the (a)"Bodily injury"or "property products.damage"for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products,or any ingredient,part or liability for damages that the container,entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8.Additional Insured –Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section 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 – Controlling Interest,but only with respect to (d)Repackaging,unless unpacked their liability arising out of:solely for the purpose of inspection, 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 D.alterations,new construction and demolition insureds are described in Section –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 E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a.C. WHO IS AN INSURED under Section is amended to include as an additional G.LIABILITY AND MEDICAL EXPENSES insured the person(s)or organization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement"means the widespread public Insured –Owner,Lessees Or Contractors, dissemination of information or images that but only with respect to liability for "bodily has the purpose of inducing the sale of goods, injury","property damage"or "personal products or services through:and advertising injury"caused,in whole or 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 (5)Newspaper;insured(s);or b.The Internet,but only that part of a web (2)In connection with "your work" site that is about goods,products or performed for that additional insured services for the purposes of inducing the and included within the "products- sale of goods, products or services; orcompletedoperationshazard",but c.Any other publication that is given only if this Coverage Part provides widespread public distribution.coverage for "bodily injury"or "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 ordamage"or "personal an advertising among persons through a computer network.injury"arising out of the rendering of,or 2."Advertising idea"means any idea for an the failure to render,any professional "advertisement".architectural,engineering or surveying services,including:3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged(1)The preparing,approving,or failure to properties of asbestos and includes the mere prepare or approve,maps,shop presence of asbestos in any form.drawings,opinions,reports,surveys, 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 roads,including any attached machinery or (2)Supervisory,inspection,architectural equipment.But "auto"does not include or engineering activities. "mobile equipment".10.Additional Insured –Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; or the person(s)or Organization(s)shown in the c.DiseaseDeclarationsasanAdditionalInsured–Co- sustained by a person and,if arising out of the Owner Of Insured Premises,but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory"means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a.b.The United States of America (including its You have failed to fulfill the terms of a territories and possessions),Puerto Rico contract or agreement; and Canada;if such property can be restored to use by: b.International waters or airspace, but only if a.The repair,replacement,adjustment or the injury or damage occurs in the course removal of "your product"or "your work"; of travel or transportation between any or a.places included in above;b.Your fulfilling the terms of the contract or c.All other parts of the world if the injury or agreement. damage arises out of:12."Insured contract"means: (1)Goods or products made or sold by you a.A contract for a lease of premises. a.in the territory described in above;However,that portion of the contract for a (2)The activities of a person whose home lease of premises that indemnifies any aisintheterritorydescribedin. person or organization for damage by fire, above,but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3)"Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section D.communication –Liability and Medical Expenses Limits of Insurance.provided the insured's responsibility to pay b.damages is determined in the United States of A sidetrack agreement; America (including its territories and c.Any easement or license agreement, possessions),Puerto Rico or Canada,in a including an easement or license "suit"on the merits according to the agreement in connection with construction substantive law in such territory,or in a or demolition operations on or within 50 settlement we agree to.feet of a railroad; 7."Electronic data"means information,facts or d.Any obligation,as required by ordinance, programs:to indemnify a municipality,except in a.Stored as or on;connection with work for a municipality; b.Created or used on; or e.An elevator maintenance agreement; or c.Transmitted to or from f.That part of any other contract or agreement pertaining to your business computer software,including systems and (including an indemnification of a applications software,hard or floppy disks, municipality in connection with work CD-ROMS,tapes,drives,cells,data performed for a municipality)under whichprocessingdevicesoranyothermediawhich you assume the tort liability of another are used with electronically controlled party to pay for "bodily injury"or "property equipment. damage"to a third person or organization, 8."Employee"includes a "leased worker". provided the "bodily injury"or "property "Employee"does not include a "temporary damage"is caused,in whole or in part,by worker".you or by those acting on your behalf. 9."Executive officer"means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter,constitution,by-laws or any other contract or agreement. similar governing document.f.Paragraph includes that part of any 10."Hostile fire"means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury"or "property intended to be.damage"arising out of construction or demolition operations within 50 feet of any 11."Impaired property"means tangible property, railroad property and affecting any railroad other than "your product"or "your work",that bridge or trestle,tracks,road-beds,tunnel, cannot be used or is less useful because: underpass or crossing.a.It incorporates "your product"or "your work" f.However,Paragraph does not include that is known or thought to be defective, that part of any contract or agreement:deficient,inadequate or dangerous;or Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1)(1)That indemnifies an architect, 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.a.b.c.d.Vehicles not described in ,,,or 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 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.a.b.c.d.Vehicles not described in ,,,orprofessionalservices,including those above maintained primarily for purposes (1)listed in above and supervisory, other than the transportation of persons orinspection,architectural or cargo.engineering activities. However,self-propelled vehicles with the13."Leased worker"means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment"but agreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of (1)Equipment,of at least 1,000 pounds your business."Leased worker"does not gross vehicle weight,designedincludea "temporary worker". primarily for:14."Loading or unloading"means the handling of (a)Snow removal;property: (b)Road maintenance,but not a.After it is moved from the place where it is construction or resurfacing;oracceptedformovementintoorontoan 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 chassis and used to raise or lower c.While it is being moved from an aircraft, workers; andwatercraftor"auto"to the place where it is finally delivered;(3)Air compressors,pumps and generators,including spraying, but "loading or unloading"does not include the welding,building cleaning, movement of property by means of a mechanical geophysical exploration,lighting and device,other than a hand truck,that is not well servicing equipment.attached to the aircraft,watercraft or "auto". 16."Occurrence"means an accident,including15."Mobile equipment" means any of the following continuous or repeated exposure to substantiallytypesoflandvehicles,including any attached the same general harmful conditions.machinery or equipment: 17."Personal and advertising injury" means injury, a.Bulldozers,farm machinery,forklifts and including consequential "bodily injury",arising other vehicles designed for use principally out of one or more of the following offenses:off public roads; a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or 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 BUSINESS LIABILITY COVERAGE FORM c.The wrongful eviction from,wrongful entry Work that may need service,maintenance, into,or invasion of the right of private correction,repair or replacement,but occupancy of a room,dwelling or which is otherwise complete,will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury"or "property damage" landlord or lessor;must occur away from premises you own d.Oral,written or electronic publication of or rent,unless your business includes the material that slanders or libels a person or selling,handling or distribution of "your organization or disparages a person's or product"for consumption on premises you organization's goods, products or services;own or rent. e.b.Oral,written or electronic publication of Does not include "bodily injury"or material that violates a person's right of "property damage" arising out of: privacy;(1)The transportation of property,unless f.Copying,in your "advertisement",a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement";or operated by you,and that condition was created by the "loading org.Infringement of copyright, slogan, or title of unloading"of that vehicle by any any literary or artistic work,in your insured;or"advertisement"; or (2)The existence of tools,uninstalled h.Discrimination or humiliation that results in equipment or abandoned or unusedinjurytothefeelingsorreputationofa materials.natural person. 20."Property damage" means:18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke,a.Physical injury to tangible property, vapor,soot,fumes,acids,alkalis,chemicals and including all resulting loss of use of that waste.Waste includes materials to be recycled,property.All such loss of use shall be reconditioned or reclaimed.deemed to occur at the time of the physical injury that caused it; or19."Products-completed operations hazard"; b.Loss of use of tangible property that is not a.Includes all "bodily injury"and "property physically injured.All such loss of use damage"occurring away from premises shall be deemed to occur at the time of you own or rent and arising out of "your "occurrence"that caused it.product" or "your work"except: As used in this definition,"electronic data"is (1)Products that are still in your physical not tangible property.possession;or 21."Suit"means a civil proceeding in which(2)Work that has not yet been completed damages because of "bodily injury","property or abandoned.However,"your work" damage"or "personal and advertising injury" will be deemed to be completed at the to which this insurance applies are alleged. earliest of the following times: "Suit"includes:(a)When all of the work called for in a.An arbitration proceeding in which such your contract has been completed. damages are claimed and to which the (b)When all of the work to be done at insured must submit or does submit withthejobsitehasbeencompletedif our consent; oryourcontractcallsforworkat b.Any other alternative dispute resolution more than one job site. proceeding in which such damages are (c)When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent.intended use by any person or 22."Temporary worker"means a person who is organization other than another furnished to you to substitute for a permanentcontractororsubcontractor "employee"on leave or to meet seasonal or working on the same project. 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.(2)Donates his or her work;The providing of or failure to provide warnings or instructions.c.Acts at the direction of and within the c.scope of duties determined by you;and Does not include vending machines or d.Is not paid a fee,salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.25."Your work": 24."Your product":a.Means: a.Means:(1)Work or operations performed by you (1)Any goods or products,other than real or on your behalf;and property, manufactured, sold, handled, (2)Materials,parts or equipment distributed or disposed of by:furnished in connection with such work (a)You;or operations. (b)b.Others trading under your name; Includes: or (1)Warranties or representations made at (c)A person or organization whose any time with respect to the fitness, business or assets you have quality,durability,performance or use acquired;and of "your work";and (2)(2)Containers (other than vehicles), The providing of or failure to provide materials,parts or equipment warnings or instructions. furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your product"; and Page 24 of 24 Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative (1) Printed in U.S.A.Form WC 04 03 06 Policy Expiration Date: WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Endorsement Number:Policy Number: Effective Date: Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us 57WECAB10L8 02/01/2023 Municipal Resource Group,LLC (MRG) PO BOX 561 Wilton,CA 95693 02/01/2024 Community Development Department Organizational Assessment Final Audit Report 2023-06-23 Created:2023-06-23 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAXqMasxAHbuhJ8AThN51doWVLM_hKEFSj "Community Development Department Organizational Assessm ent" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-06-23 - 1:11:25 AM GMT- IP address: 35.229.54.2 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-06-23 - 1:13:53 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-06-23 - 4:18:55 AM GMT - Time Source: server- IP address: 73.170.104.117 Document emailed to ottocitymanagement@gmail.com for signature 2023-06-23 - 4:18:56 AM GMT Email viewed by ottocitymanagement@gmail.com 2023-06-23 - 4:35:21 AM GMT- IP address: 104.28.122.82 Signer ottocitymanagement@gmail.com entered name at signing as Mary Egan 2023-06-23 - 3:12:45 PM GMT- IP address: 50.82.141.182 Document e-signed by Mary Egan (ottocitymanagement@gmail.com) Signature Date: 2023-06-23 - 3:12:47 PM GMT - Time Source: server- IP address: 50.82.141.182 Document emailed to christopherj@cupertino.org for signature 2023-06-23 - 3:12:48 PM GMT Email viewed by christopherj@cupertino.org 2023-06-23 - 3:55:36 PM GMT- IP address: 172.225.88.184 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-06-23 - 4:42:22 PM GMT- IP address: 136.24.22.111 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-06-23 - 4:42:24 PM GMT - Time Source: server- IP address: 136.24.22.111 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-06-23 - 4:42:26 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-06-23 - 5:15:50 PM GMT- IP address: 104.47.73.126 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-06-23 - 5:16:08 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-06-23 - 5:16:09 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-06-23 - 5:58:40 PM GMT- IP address: 104.47.73.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-06-23 - 5:58:59 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2023-06-23 - 5:58:59 PM GMT