The URL can be used to link to this page

17-103 Cannon Design Group, On Call Design Review ServicesAGREEMENT BETWEEN THE CITY OF CUPERTINO AND CANNON DESIGN GROUP FOR ON CALL DESIGN REVIEW SERVICES THIS AGREEMENT, is entered into this Twenty-Second day of June, 2017, by and between the CITY OF CUPERTINO, a California municipal corporation ("City"), and Cannon Design Group, a California corporation whose address is 700 Larkspur Landing Circle, Suite 199, Larkspur, CA 94939 (hereinafter referred to as "Consultant") (collectively referred to as the "Parties"). RECITALS : A . City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to ca1Ty on its business as it is now being conducted under the Constitution and the statutes of the State of California and the Cupertino Municipal Code. B. Consultant is specially trained, experienced and competent to perforn1 the special services which will be required by this Agreement. C. Consultant possesses the skill , experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein. D. City and Consultant desire to enter into an agreement for on call design review services upon the tern1s and conditions herein. NOW, THEREFORE, the Parties mutually agree as follows : 1. TERM The term of this Agreement shall commence on July 1, 2017, and shall terminate on June 30, 2018, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall perforrn each and every service set fmih in Exhibit "A" attached hereto and incorporated herein by this reference . 3. COMPENSATION TO CONSULTANT Consultant shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed Thirty-Five Thousand dollars ($35,000.00) based on the rates and terms set forth in Exhibit "C," which is attached hereto and incorporated herein by this reference. In order to request payment, Consultant shall submit monthly electronic invoices to CDDinvoices@ cupertino .org describing the services performed and the applicable charges (including a summary of work performed during that period, personnel who performed the services, hours worked, task(s) for which work was performed). 4. TIME IS OF THE ESSENCE Consultant and City agree that time is of the essence regarding the performance of this Agreement. 5. STANDARD OF CARE Consultant agrees to perfonn all services required by this Agreement in a manner commensurate with the prevailing standards of like professionals in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City nor have any contractual relationship with City. 6. INDEPENDENT PARTIES City and Consultant intend that the relationship between them created by this Agreement is that of independent contractor. The manner and means of conducting the work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the express tenns of this Agreement. No civil service status or other right of employment will be acquired by virtue of Consultant's services . None of the benefits provided by City to its employees , including but not limited to , unemployment insurance, workers' compensation plans, vacation and sick leave are available from City to Consultant, its employees or agents. Deductions shall not be made for any state or federal taxes , FICA payments , PERS payments , or other purposes normally associated with an employer-employee relationship from any fees due Consultant. Payments of the above items , if required, are the responsibility of Consultant. 7. IMMIGRATION REFORM AND CONTROL ACT {IRCA) Consultant assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal , or state rules and regulations. Consultant shall indemnify and hold City ham1less from and against any loss , damage, liability, costs or expenses arising from any noncompliance of this provision by Consultant. 8. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination , Consultant agrees that it shall not harass or discriminate against a job applicant, a City employee, or a citizen by Consultant or Consultant's employee or subcontractor on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation , or any other protected class. Consultant agrees that any and all violations of this provision shall constitute a material breach of this Agreement. 9. HOLD HARMLESS IZI Standard Indemnification: Consultant shall, to the fullest extent allowed by law and without limitation of the provisions of this Agreement related to insurance, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harmless the City and its officers , officials , agents , employees and volunteers from and against any and all liability, claims, actions, causes of action or demands whatsoever against any of them , including any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential or otherwise , arising out, pertaining to , or related to the negligent perfomrnnce of this Agreement by Consultant or Consultant 's employees , officers , officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice , expert fees and all other costs and fees of litigation . The acceptance of the Services by City shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or tern1ination of this Contract. ~ Design Professional Indemnification: A. Claims for Professional Liability. Where the law establishes a standard of care for Consultant's professional services, and to the extent the Consultant breaches or fails to meet such established standard of care , or is alleged to have breached or failed to meet such standard of care, Consultant shall, to the fullest extent allowed by law, with respect to all services performed in connection with the Agreement, indemnify, defend, and hold harn1less the City and its officers, officials, agents, employees and volunteers from and against any and all liability, claims , actions, causes of action or demands whatsoever against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pertain to, or relate to the negligence , recklessness, or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City 's choice, expert fees and all other costs and fees of litigation. Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees . B . Claims for Other Liability. Consultant shall, to the fullest extent allowed by law , with respect to all services performed in connection with the Agreement, indemnify, defend, and hold hannless the City and its officers , officials, agents, employees and volunteers against any and all liability, claims, actions, causes of action or demands whatsoever from and against any of them, including any injury to or death of any person or damage to property or other liability of any nature, that arise out of, pe1tain to, or relate to the negligence , recklessness , or willful misconduct of Consultant or Consultant's employees, officers, officials, agents or independent contractors. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other costs and fees of litigation . Consultant shall not be obligated under this Agreement to indemnify City to the extent that the damage is caused by the sole or active negligence or willful misconduct of City, its agents or employees. Indemnification under this section for damage to property or other liability of any nature shall include damage caused by 1. Consultant's unauthorized use or dissemination of confidential information, 11. Consultant's unauthorized access to or use of City or third person's computer hardware and networks, and u1. Consultant's introduction of a computer virus , malware or other unauthorized programs to the City or third person's computer hardware, network, or other computer-related property and the data, software, and programs thereon, or failure to reasonably protect against such actions. C. Claims involving intellectual property. In addition to the obligations set forth in (A) and (B) above , Consultant shall indemnify, defend, and hold the City, its elected and appointed officers, employees, and volunteers, harmless from and against any Claim in which a violation of intellectual property rights , including but not limited to copyright or patent rights, is alleged that arises out of, pertains to , or relates to Consultant's negligence , recklessness or willful misconduct under this Agreement. Such costs and expenses shall include reasonable attorneys' fees of counsel of City's choice, expert fees and all other cost and fees of litigation. 10. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Consultant shall furnish City with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit "D". Such certificates, which do not limit Consultant's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Cupertino by certified mail, Attention: City Manager." Consultant shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to City and licensed to do insurance business in the State of California. Endorsements naming the City as additional insured shall be submitted with the insurance certificates. B. Subrogation Waiver. Consultant agrees that in the event of loss due to any of the perils for which he/she has agreed to provide comprehensive general and automotive liability insurance, Consultant shall look solely to his /her insurance for recovery. Consultant hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Consultant or City with respect to the services of Consultant herein, a waiver of any right to subrogation which any such insurer of said Consultant may acquire against City by virtue of the payment of any loss under such insurance. C. Failure to secure or maintain insurance. If Consultant at any time during the tenn hereof should fail to secure or maintain the foregoing insurance, City shall be permitted to obtain such insurance in the Consultant's name or as an agent of the Consultant and shall be compensated by the Consultant for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid. D . Additional Insured. City, its City Council, boards and commissions , officers, employees and volunteers shall be named as an additional insured under all insurance coverages, except any professional liability insurance, required by this Agreement. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. E. Sufficiency of Insurance. The insurance limits required by City are not represented as being sufficient to protect Consultant. Consultant is advised to confer with Consultant's insurance broker to determine adequate coverage for Consultant. F. Maximum Coverage and Limits. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements and/or limits shall be available to the additional insured City. Furthermore, the requirements for coverage and limits shall be the minimum coverage and limits specified in this Agreement, or the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured, whichever is greater. 11. CONFLICT OF INTEREST Consultant warrants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, that would conflict in any way with the performance of this Agreement, and that it will not employ any person having such an interest. Consultant agrees to advise City immediately if any conflict arises and understands that it may be required to fill out a conflict of interest forn1 if the services provided under this Agreement require Consultant to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations . 12. PROHIBITION AGAINST TRANSFERS Consultant 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 without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money by Consultant from City under this Agreement may be assigned to a bank, trust company or other financial institution without prior written consent. Written notice of such assignment shall be promptly furnished to City by Consultant. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant, if Consultant is a partnership or joint venture or syndicate or cotenancy, which shall result in changing the control of Consultant, shall be construed as an assignment of this Agreement. Control means fifty percent (50%) or more of the voting power of the corporation. 13. SUBCONTRACTOR APPROVAL Unless prior written consent from City is obtained, only those people and subcontractors whose names and resumes are attached to this Agreement shall be used in the performance of this Agreement. In the event that Consultant employs subcontractors, such subcontractors shall be required to furnish proof of workers' compensation insurance and shall also be required to carry general, automobile and professional liability insurance in reasonable conformity to the insurance carried by Consultant. In addition, any work or services subcontracted hereunder shall be subject to each provision of this Agreement. Consultant agrees to include with all subcontractors in their subcontract the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of the subcontractor's work. Subcontractors hired by Consultant agree to be bound to Consultant and City in the same manner and to the same extent as Consultant is bound to City under this Agreement. Subcontractor further agrees to include these same provisions with any sub-subcontractor. A copy of the Owner Contract Document Indemnity and Insurance provisions will be furnished to the subcontractor upon request. Consultant shall require all subcontractors to provide a valid certificate of insurance and the required endorsements included in the agreement prior to commencement of any work and will provide proof of compliance to City. 14. PERMITS AND LICENSES Consultant, at his/her sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses including, but not limited to , a City Business License, that may be required in connection with the performance of services hereunder. Consultant may apply for a Cupertino Business License online. If the Consultant's sole business contact within Cupertino is the sale of goods or services to the City itself, the Consultant may apply for an exemption from the business license tax . 15. MINIMUMWAGE Given that the Consultant is subject to the City's business license requirements , the Consultant is also subject to the Cupertino Minimum Wage Ordinance (16-2151 ). 16 . REPORTS A . Each and every report, draft, work product, map, record and other document, hereinafter collectively referred to as "Report", reproduced, prepared or caused to be prepared by Consultant pursuant to or in connection with this Agreement, shall be the exclusive property of City . Consultant shall not copyright any Report required by this Agreement and shall execute appropriate documents to assign to City the copyright to Reports created pursuant to this Agreement. Any Report, infonnation and data acquired or required by this Agreement shall become the property of City, and all publication rights are reserved to City. Consultant may retain a copy of any report furnished to the City pursuant to this Agreement. B. All Repmts prepared by Consultant may be used by City in execution or implementation of: (1) The original Project for which Consultant was hired; (2) Completion of the original Project by others; (3) Subsequent additions to the original project; and/or ( 4) Other City projects as City deems appropriate . C . Consultant shall , at such time and in such form as City may require, furnish reports concerning the status of services required under this Agreement. D. All Repmts required to be provided by this Agreement shall be printed on recycled paper. All Reports shall be copied on both sides of the paper except for one original, which shall be single sided. E. No Report , information or other data given to or prepared or assembled by Consultant pursuant to this Agreement shall be made available to any individual or organization by Consultant without prior approval by City. 17 . RECORDS Consultant shall maintain complete and accurate records with respect to sales , costs, expenses , receipts and other such information required by City that relate to the performance of services under this Agreement, in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to such books and records to the representatives of City or its designees at all proper times , and gives City the right to examine and audit same, and to make transcripts therefrom as necessary, and to allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents , shall be kept separate from other documents and records and shall be maintained for a period of three (3) years after Consultant receives final payment from City for all services required under this agreement. If supplemental examination or audit of the records is necessary due to concerns raised by City's preliminary examination or audit of records, and the City's supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of contract or failure to act in good faith, then Consultant shall reimburse City for all reasonable costs and expenses associated with the supplemental examination or audit. 18. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code and Agreement will tenninate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 19 . ENVIRONMENTALLY PREFERABLE PURCHASING Consultant shall comply with the City's Environmentally Preferable Procurement Policy whenever practicable in completing any work under this agreement, including but not limited to: • Using paper products made with recycled content and recycled/remanufactured toner and inkjet cartridges; • Printing with soy or low volatile organic compounds (VOC) inks; • Using energy-star compliant equipment; • Using cleansers and working with janitorial contractors to meet Green Seal's Industrial and Institutional Cleaners Standard; and • Ordering supplies electronically and practicing other internal waste reduction and reuse protocols. 20. NOTICES All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered personally or on the second business day after the deposit thereof in the United States Mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals shall be addressed as follows: TO CITY: City of Cupertino 10300 Torre Ave. Cupe1tino CA 95014 Attention: Piu Ghosh TO CONSULTANT: Larry Cannon Cannon Design Group 700 Larkspur Landing Circle, Suite 199 Larkspur, CA 94939 21. TERMINATION In the event Consultant fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Consultant shall be deemed in default in the performance of this Agreement. If Consultant fails to cure the default within the time specified and according to the requirements set forth in City's written notice of default, and in addition to any other remedy available to the City by law, the City Manager may terminate the Agreement by giving Consultant written notice thereof, which shall be effective immediately. The City Manager shall also have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Consultant as provided herein. Upon receipt of any notice of termination, Consultant shall immediately discontinue performance. City shall pay Consultant for services satisfactorily performed up to the effective date of termination. If the termination if for cause, City may deduct from such payment the amount of actual damage, if any, sustained by City due to Consultant's failure to perform its material obligations under this Agreement. Upon termination, Consultant shall immediately deliver to the City any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by Consultant or given to Consultant, m connection with this Agreement. Such materials shall become the property of City. 22. COMPLIANCE Consultant shall comply with all state or federal laws and all ordinances, rules, policies and regulations enacted or issued by City. 23. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement ( or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the Superior Court of the County of Santa Clara, State of California. 24. ADVERTISEMENT Consultant shall not post, exhibit, display or allow to be posted, exhibited, displayed any signs , advertising, show bills , lithographs, posters or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been seemed from City to do otherwise. 25. WAIVER A waiver by City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 26 . INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties , and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Consultant. 27. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 28. INSERTED PROVISIONS Each provision and clause required by law to be inserted into the Agreement shall be deemed to be enacted herein, and the Agreement shall be read and enforced as though each were included herein. If through mistake or otherwise, any such provision is not inserted or is not correctly inserted, the Agreement shall be amended to make such inse1tion on application by either party. 29. CAPTIONS AND TERMS The captions 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. All unchecked boxes do not apply to this Agreement. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONSULTANT Cannon Design Group ~ftl-e-1.~___,~.__-----,-0--=~=-..,c....c-r~~~~ Date v l/#6 '10., ,Z.,o 11 -----"'---'"'-c,,--~~~--- RECOMMENDED FOR APPROVAL ~-~ ~ Pi~~ciple Planner MUNICIPAL CORPORATION ::zu Title _.&'~ ~ HuL Date ___'L~ 0 Over $175,000-C ouncil Approva l Required 0 Over $45 ,000-Department Head Approva l Required ~ Up to $45 ,000-Des ignated Superv isor Appro val Required APPROVED AS TO FORM: ;{2µ & City Attorney ~ City Clerk Exhibits: ~ Exhibit "A "-Scope of Se rv ices D Exhibit "B"-Schedule of Performance ~ Exhibit "C" -Compensation ~ Exhibit "D " -In suranc e Requirem ents and Proof of Insuranc e EXPENDITURE DISTRIBUTION PO #201 ~ J 3 Y Account: 100-71-701 701-701 Amount: Total: $35,000.00 $35,000.00 C~G CANNON DESIGN GROUP June 6, 201 7 Ariel Maria Lattanzi Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 RE: On-Call Design Review Services Dear Ari: A RC HITE CTU RE PL ANN ING URB A N DE SIGN This letter constitutes a proposal to continue on-call architectural design review services for the City of Cupertino. It is based on the process and products that have provided to the City for the past fifteen years. SCOPE OF SERVICES AND COMPENSATION I. Scope of Services: Consultant shall provide "on-call" design review consulting services as r equested by City for various projects in Cupertino. Staff assigned to the Project by Consultant shall be pre-approved by the City of Cupertino Director of Community Development or his/her assignee , and shall be removed immediately upon City's request and replaced with an approved substitute . II. Compensation: City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agree-ment based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below. The compensation to be paid to Consultant under this Agreement for all services described under Exhibit A and reimbursable expenses up to and shall not exceed a total of THIRTY FIVE THOUSAND DOLLARS (35,000.00). III. Hourly Rates: Rate : $135 /hour, on an as-needed basis, up to and not to exceed $35 ,000.00 IV . Title: "On-Call " Design Review Consultation Services V . Invoices: In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services per- formed and the applicable charges (including a summary of work performed, hours worked, and reimbursable expenses). VI. Reimbursable Expenses: Normal project related reimbursable expenses such as printing, postage, delivery services, long distance phone calls, mileage, meeting attendance, and special project-related supplies . Direct expenses will be billed at direct expenses plus 15 %. 70 0 LA RKSP U R LAND ING C IRC LE . SU ITE 1 99 . LARKS PU R. CA . 94939 T EL : 4 1 5.33 1 .3 7 95 CDGPLA N @ PACB EL L.N ET VII. Additional Services: On-Call Design Review Services Proposal June 6, 201 7 Page 2 Consultant shall provide additional services outside of the services identified in Exhibit A only by advance written authorization from the City's Project Manager prior to commencement of any additional services . Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Sincerely, CANNON DESIGN GROUP (/)~(?(~ Larry Cannon President CANNON DESIGN GROUP 700 LARKSPUR LANDING CIRCLE. SUITE 199. LARKSPUR. CA. 94939 EXHIBIT A Scope of Services. Consultant shall provide the services listed below. On-Call D esign Review Services Proposal · J une 6, 2017 Page 3 1. When needed by City, provide architectural and site design review for development applications and make recom- mended changes as needed . This shall include evaluating plans for development proposals, reviewing site layout and architectural plans, conducting site context evaluations, and/or identifying design recommendations and conditions of approval. 2. When needed by City, consult with staff and/or applicants to discuss recommendations or project specific issues. 3. When needed by City, conduct special studies or projects including but not limited to: updating the City's design standards and guidelines . 4. When needed by City, attend meetings with City stafl:~ public officials, community leaders, developers, and the general public. 5. When needed by City, attend City Council, Planning Commission, and special study session meetings when proj- ect applications with architectural or design issues are being considered; architectural review processes or a design related document is being discus se d . EXHIBITC Compensation. Services shall be provided at the rate listed below. Compensation: City shall compensate Consultant for profes sional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount se t forth below. The compensation to be paid to Consultant under this Agreement for all services described under Exhibit A and reimbu rsable expenses up to and shall not exceed a total of THIRTY FIVE THOUSAND DOLLARS (35,000.00 ). Hourly Rates: Rate: $135 /hour, on an as-needed basis, up to and not to exceed $35,000.00 CANNON DESIGN GROUP 700 LARKSPUR LAND ING C I RCLE. SUITE 199. LARKSPUR. CA . 94939 Exhibit D Insurance Requirements and Proof of Insurance Proof of insurance coverage described below is attached to this Exhibit, with City named as additional insured . Consultant shall maintain the following minimum insurance coverage: A COVERAGE: (1) (2) (3) (4) Workers' Compensation: Statutory coverage as required by the State of California . Liability: Commercial general liability coverage in the following minimum limits : Bodily Injury: $500,000 each occurrence $1 ,000,000 aggregate -all other Prope1ty Damage : $100 ,000 each occurrence $250 ,000 aggregate If submitted, combined single limit policy with aggregate limits in the amounts of $1 ,000 ,000 will be considered e quivalent to the required minimum limits shown above. Automotive : Comprehensive automotive liability coverage in the following minimum limits: Bodily Injury: $500 ,000 each occurrence Property Damage: $ I 00 ,000 each occurrence or Combined Single Limit: $500 ,000 each occurrence Professional Liability Professional liability insurance which includes coverage for the professional acts , errors and omissions of Consultant in the amount of at least $1 ,000 ,000. EXHIBIT A Scope of Services. Consultant shall provide the services listed below. On-Ca U D esign Review Services Proposa l June 6, 201 7 Page 3 1. When needed by City, provide architectural and site design review for development applications and make recom- mended changes as needed . This shall include evaluating plans for development proposals, reviewing site layout and architectural plans, conducting site context evaluations, and/or identifying design recommendations and conditions of approval. 2. When needed by City, consult with staff and/or applicants to discuss recommendations or project specific issues. 3. When needed by City, conduct special studies or projects including but not limited to: updating the City's design standards and guidelines. 4. When needed by City, attend meetings with City staff, public officials, community leaders, developers , and the general public. 5. When needed by City, attend City Council, Planning Commission, and special study session meetings when proj- ect applications with architectural or design issues are being considered; architectural review processes or a design related document is being discussed . EXHIBITC Compensation. Services shall be provided at the rate listed below. Compensation : City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below . Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amount set forth below . The compensation to be paid to Consultant under this Agreement for all services described under Exhibit A and reimbursable expenses up to and shall not exceed a total of THIRTY FIVE THOUSAND DOLLARS (35,000.00). Hourly Rates : Rate : $135 /hour, on an as-needed basis , up to and not to exceed $35,000.0 0 CAN ON DESIG N GROUP 700 LARKSPUR LANDING CIRCLE . SUITE 199 . LARKS PUR . CA. 94939 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 6/28/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~~~CT Diana Chau SelectSolutions Insurance Services ;.~~N.t c-"· (866) 500-6359 I FAX IA/C Nol: (925) 951-0077 1350 Carlback Avenue ioMl~~SS : dianac@ppibselect .com Suite 100 INSURER(S) AFFORDING COVERAGE I NAIC# Walnut Creek CA 94596 INSURER A :Sentinel Insurance Company Ltd. I 11000 INSURED INSURER B :Hartford Accident and Indemnity 122357 Cannon Design Group INSURER C :Continental Casualty Company 120443 21742 Don Gee Court INSURER D: I INSURER E: I Santa Clarita CA 91350-3971 INSURER F: I COVERAGES CERTIFICATE NUMBER:17 /18 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HA V E BEEN ISSUED TO THE INSURED NA MED A BO VE FOR THE POLICY PERIOD INDICATED . NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF AN Y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO W HICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE A FFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAV E BEEN REDUCED BY PA ID CLAIMS . INSR TYPE OF INSURANCE ~.~.,°~,~~ POLICY EFF I POLICY EXP LIMITS LTR POLICY NUMBER IMM/DDIYYYYl IMM/DDIYYYYl X I COMMERCIAL GENERAL LIABILITY EAC H OCCURRE NC E $ 1 ,000 ,000 = ~ CLA IMS-MADE w OCCU R DAMAG E TO RE NTED 1,000 ,000 A PREM IS ES (Ea occurrence) $ X 5 7 SBAAM4119 6 /21 /2017 6 /21/2018 MED EXP (Any o ne person) s 10 ,000 -PERSONA L & A DV INJURY $ 1,000,000 -GE N'L AGGREGATE LI M IT APPLI ES PE R: GENERAL AGGREGATE s 2,000,000 ~ D PRO-D LOC PRODUCTS -COMP/OP AG G s 2 ,000 ,000 POLI CY JECT OTHE R: Cyberflex Cov $ rn o,oa,c, """'~ COMB INED S IN GLE LI MI T s 1 ,000 ,000 {Ea accident) ANY AUTO BODILY INJURY (Per person) s B ALL OWNED -SC HE DULE D X 57UECKC0296 6 /21 /2017 6 /21/2018 BOD ILY INJURY (Per acciden t) s AUTOS -AUTOS X NON-OWNE D PROP ERTY DAMAG E s HIRED AU TOS AU TOS !Per accident\ -I Unde ri nsu red motori st s 1 ,000,000 H UMBRELLA LIAB H OCC UR N/A EAC H OCC URRENC E s EXCESS LIAS CLA IMS -MADE AGGR EGATE $ I DED I I RETE NT ION s s WORKERS COMPENSATION XI ~\%uTE I I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPR IETOR/PARTNE R/EXECUTIVE 0 N /A E.L. EAC H ACC IDENT s 1,000 ,000 OFF IC ER/M EMBER EXCL UDED? A (Mandatory in NH) 57WECKU5050 6/1 /2017 6/1/2018 E.L. DI SEAS E -EA EMPLOYEE s 1 000 000 Ir yes, describe under E .L. DIS EASE -POLI CY LI M IT s 1 000 000 DE SC RI PTI ON OF OPE RATION S below C PROFESSIONAL LIABILITY MCH288377508 6/1 /2015 6 /1/2018 PER CLAI M $1 ,000,000 AGGREGATE $1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: As Per Contract or Agreement on File with the Insured . City of Cupertino is named as additional insured on General Liability and Automobile Liability policies if required by written contract per the attached endorsements . CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Gary Chao, Planning Manager ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torree Ave. Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE L Trevino/CHADI 1 ~ er~ © 19&8-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) INS025 1?n1an1\ The ACORD name and logo are registered marks of ACORD POLICY NUMBER 57 SBA AM4119 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C . -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning . Refer to Section G. -Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies . We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply . We may , at our discretion , investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance ; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments , settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension -Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: Form SS 00 08 04 05 © 2005 , The Hartford (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period , no insured listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim , knew that the "bodily injury" or "property damage" had occurred , in whole or in part. If such a listed insured or authorized "employee" knew , prior to the policy period, that the "bodily injury" or "property damage" occurred , then any continuation , change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business , but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all , or any part , of the "bodily injury" or "property damage" to us or any other insurer ; Page 1 of 24 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care , loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician , dentist , nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist , nurse , emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services . (2) For the purpose of determining the limits of insurance for incidental medical malpractice , any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent ; (2) On ways next to premises you own or rent ; or (3) Because of your operations ; provided that: (1) The accident takes place in the "coverage territory" and during the policy period ; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to Page 2 of 24 examination , at our expense , by physicians of our choice as often as we reasonably require . b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident : (2) Necessary medical , surgical, x-ray and dental services , including prosthetic devices : and (3) Necessary ambulance , hospital , professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay , with respect to any claim or "suit" we investigate or settle , or any "suit" against an insured we defend : (1) All expenses we incur . (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds . (3) The cost of appeal bonds or bonds to release attachments , but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds . (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance , we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid , offered to pay , or deposited in court the part of the judgment that is within the applicable limit of insurance . Any amounts paid under (1) through (7) above will not reduce the limits of insurance . Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of , that indemnitee , has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insu re d and the interest of the indemnitee ; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee ; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation , settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices , summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met , attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments . Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions , such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements ; or (2) The condit ions set forth above , or the terms of the agreement described in Paragraph (6) above , are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property ; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exc lusion does not apply to liability for damages because of : (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided : (i) Liability to such party for , or for the cost of, that party 's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insuran ce applies are alleged. c. Liquor Li a bility "Bodily injury" or "property damage" for which any insured may be held liable by reason of : (1) Causing or contributing to the into xication of any person ; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute , ordinance or regulation relating to the sale , gift , distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing , distributing , selling , serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation , disability benefits or unemployment compensat ion law or any similar law. e . Employer 's Liability "Bodily injury" to: (1) An "employee " of the insured arising out of and in the course of: (a) Employment by the insured ; or Page 4 of 24 (b) Perform ing duties related to the conduct of the insured 's business , or (2) The spouse , child , parent, brother or s ister of that "employee" as a consequence of (1) above. This exclusion applies : (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury . This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" o r "personal and advertising injury" arising out of the actual , alleged or threatened discharge , dispersal , seepage , migration , re lease or escape of "pollutants": (a) At or from any premises , site or location which is or was at any time owned or occupied by , or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke , fumes , vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building , or equipment that is used to heat water for personal use , by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable , if you are a contractor and the owner or lessee of such premises , site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insu red at that premises , site or location and such premises , site or location is not and never was owned or occupied by , or rented or loaned to , any insured , other than that additional insured ; or Form SS 00 08 04 05 (iii) "Bodily injury" or "property damage" arising out of heat , smoke or fumes from a "hostile fire"; (b) At or from any premises , site or location which is or was at any time used by or for any insured or others for the handling , storage , disposal , processing or treatment of waste ; (c) Which are or we re at any time transported , handled , sto red , treated , disposed of, or processed as waste by or for: (i) Any insured ; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises , site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants " are brought on or to the premises , site or location in connection with such operations by such insured , contractor or subcontractor. However, this subparagraph does not apply to : (i) "Bodily injury" or "property Form SS 00 0 8 04 05 damage" arising out of the escape of fuels , lubricants or other operating fluids which are needed to perform the normal electrical , hydraulic or mechanical functions necessary for the ope ration of "mobile equipment" or its parts , if such fuels , lubricants or other operating fluids escape from a vehicle part designed to hold , store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge , dispersal or release of the fuels , lubricants or other operat ing fluids , or if such fuels , lubricants or other operating fluids are brought on or to the premises , site or location w ith the int ent that they be discharged , di spersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured , contractor or subcontractor ; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases , fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor ; or (iii) "Bodily injury" or "property damage" aris ing out of heat , smoke or fumes from a "hostile fire"; or (e) At or from any premises , site or location on which any insured or any contractors or subcont ractors working directly or indirectly on any insured 's behalf are performing ope rat ions if the operations are to test for , monitor , clean up , remove , contain , treat , deto xify or neutrali ze, or in any way respond to , or assess the effects of , "pollutants". (2) Any loss , cost or expense arising out of any : (a) Request, demand , order or statutory or regulatory requirement that any insured or others test for , monitor , clean up , remove , contain , treat, deto xify or neutralize , or in any way respond to , or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for , monitoring , cleaning up , removing , conta in ing , treat ing, deto x ifying or neutralizing , or in any way responding to , or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request , demand , order or statutory or regulatory requirement , or such claim or "suit" by or on behalf of a governmental authority . Pa ge 5 of 24 BUSINESS LIABILITY COVERAGE FORM g . Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured . Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision , hiring, employment, training or monitoring of others by that insured , if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft , "auto" or watercraft that is owned or operated by or rented or loaned to any insured . This exclusion does not apply to : (1) A watercraft while ashore on premises you own or rent ; (2) A watercraft you do not own that is : (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge ; (3) Parking an "auto" on , or on the ways ne xt to, premises you own or rent , provided the "auto" is not owned by or rented or loaned to you or the insured ; (4) Liability assumed under any "insured contract" for the ownership , maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess , contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured ; or Pa ge 6 of 24 (2) The use of "mobile equipment" in , or while in practice or preparation for , a prearranged racing, speed or demolition contest or in any stunting activity . i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising , directly or indirectly , out of : (1) War , including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack , by any government , sovereign or other authority using military personnel or other agents ; or (3) Insu rrection, rebellion, revolution , usurped power , or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service . This includes but is not limited to : (1) Legal , accounting or advertising services ; (2) Preparing, approving , or failing to prepare or approve maps , shop drawings , opinions , reports , surveys , field orders, change orders , designs or drawings and specifications; (3) Supervisory , inspection, architectural or engineering activ ities ; (4) Medical, surgical , dental , x-ray or nursing services treatment , advice or instruction ; (5) Any health or therapeutic service treatment , advice or instruction ; (6) Any service , treatment , advice or instruction for the purpose of appearance or skin enhancement , hair removal or replacement or personal grooming ; (7) Optical or hearing aid services including the prescribing , preparation , fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices ; Fo rm S S 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the presc ribing , preparation , fitting ,demonstration or distribution of ophthalmic lenses and similar products ; (9) Any : (a) Body piercing (not including ear piercing); (b) Tattooing , including but not li mited to the insertion of pigments into or under the skin ; and (c) Similar services; (10) Services in the practice of pharmacy ; and {11) Computer consulting , design or programming services , including web site design . Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. -Coverages . k. Damage To Property "Property damage" to : (1) Property you own , rent or occupy , including any costs or expenses incurred by you , or any other person , organization or entity , for repair , replacement , enhancement , restoration or maintenance of such property for any reason , including prevention of injury to a person or damage to another's property ; (2) Premises you sell , give away or abandon , if the "property damage" arises out of any part of those premises; (3) Property loaned to you ; (4) Personal property in the care , custody or control of the insured ; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations , if the "property damage" arises out of those operations ; or (6) That particular part of any property that must be restored , repaired or replaced because "your work " was incorrectly performed on it. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclus ion do not apply to "property damage" (other than damage by fire) to premises , including the contents of such premises, rented to you for a period of 7 or fewer consecutive days . A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. -Limits Of Insurance . Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied , rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators . Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liab ility assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site . Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work " arising out of it or any part of it and included in the "products-completed operations haz ard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property " or property that has not been physically injured , arising out of: (1) A defect, deficiency , inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance w ith its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use . Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any Joss , cost or expense incurred by you or others for the loss of use , withdrawal , recall, inspection , repair , replacement , adjustment , removal or disposal of : (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product , work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect , deficiency , inadequacy or dangerous condition in it. p . Personal And Advertising Injury "Pe rsonal and advertising injury": (1) Arising out of oral , written or electronic publication of material , if done by or at the direction of the insured with knowledge of its falsity ; (2) A rising out of oral , written o r electronic publication of material whose first publication took place before the beginning of the policy period ; (3) Arising out of a criminal act committed by or at the direction of the insured ; (4) Arising out of any breach of contract, except an implied contract to use another 's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods , products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods , products or seNices; (7) Arising out of any violation of any intellectual property rights such as copyright , patent , trademark , trade name , trade secret , service mark or other designation of origin or authenticity . Page 8 of 24 However , this exclusion does not apply to infringement, in your "adv ertis ement", of (a) Copyright ; (b) Slogan , unless the slogan is also a trademark , trade name , service mark or oth e r designation of origin or authenticity ; or (c) Title of any lite rary or artistic work ; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising , broadcasting , publishing or telecasting ; (b) Designing or determining content of web sites for others ; or (c) An Internet search , access, content or service provider . However , this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. - Liability And Medical Expenses Definitions. For the purposes of this exclusion , placing an "advertisement" for or linking to others on your web site , by itself , is not considered the business of advertising , broadcasting , publishing or telecasting; (9) Aris ing out of an electronic chat room or bulletin boa rd the insured hosts , owns , or over which the insured exercises control; (10) Arising out of the unautho rized use of another's name or product in your e-mail address, domain name or metatags , or any other similar tactics to mislead another's potential customers ; (11) Arising out of the violation of a person's right of privacy c reated by any state or federal act. However , this exclus ion does not apply to liability for damages that the insured would have in the absence of such state or federal act ; (12) Arising out of: (a) An "advertisement" for others on your web site ; (b) Placing a link to a web site of others on your web site ; (c) Content from a web site of others displayed within a frame or border on your web site . Content includes information , code , sounds , te xt , graph ics or images ; or (d) Computer code , software or programming used to enable: (i) Your web site; o r (ii) The presentation or functionality of an "advertisement" or oth er content on your web site; Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director , stockholder , partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of , inability to access , or inability to manipulate "electronic data". r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to : (1) A person arising out of any: (a) Refusal to employ that person ; (b) Termination of that person's employment ; or (c) Employment-related practices, policies , acts or omissions , such as coercion , demotion , evaluation , reassignment , discipline , defamation , harassment, humiliation or discrimination directed at that person ; or (2) The spouse , child , parent , brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed . This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity ; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury . s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages , judgments, settlements , loss , costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened inju ry or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand , order or statutory or regulatory requirement that any insured or others test for , monitor , clean up , remove , encapsulate , contain , treat , deto xi fy or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for , monitoring , cleaning up , removing , encapsulating , containing , treating, deto xifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard ". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage ", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003 , including any amendment of or addition to such law; or (3) Any statute , ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003 , that prohibits or limits the send ing , transmitting , communicating or distribution of material or information . Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire , lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner . A separate Limit of Insurance applies to t his coverage as described in Section D. -Liability And Medical Expenses Limits Of Insurance . Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured , except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured . c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person , whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture , you are an insured. Your members, your partners, and their spouses are also insureds , but only with respect to the conduct of your business . c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business . Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership , joint venture or limited liability company, you are an insured . Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors . Your stockholders are also insureds , but only with respect to their liability as stockholders. Page 10 of 24 e. A trust , you are an insured. Your trustees are also insureds , but only with respect to their duties as trustees. 2. Each of the following is also an insured : a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership , joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for : (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business , or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse , child , parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1 )(a) above ; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above ; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services , Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services . (2) "Property damage" to property: (a) Owned , occupied or used by , Form SS 00 08 04 05 (b) Rented to , in the care , custody or control of , or over which physical control is being exercised for any purpose by you , any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only : (1) With respect to liability arising out of the maintenance or use of that property ; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance . e. Unnamed Subsidiary Any subsidiary and subsidiary thereof , of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form , other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50 % of the voting stock , will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period , whichever is earlier ; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to : (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising inju ry" arising out of an offense committed before you acquired or formed the organization . 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law , any person is an insured while driving such equipment along a public highway with your permission . Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment , and only if no other insurance of any kind is available to that person or organization for this liab ility . However , no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equ ipment; or b. "Property damage " to property owned by , rented to , in the charge of or occupied by you or the employer of any person who is an insured under this provision . 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge , any person is an insured while operating such watercraft with your perm1ss1on . Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability . However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft ; or b. "Property damage" to property owned by , rented to , in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization (s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract , written agreement or because of a permit issued by a state or political subdivision , that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract , agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part , including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12 of 24 This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement ; (b) Any express warranty unauthorized by you ; (c) Any physical or chemical change in the product made intentionally by the vendor ; (d) Repackaging , except when unpacked solely for the purpose of inspection , demonstration , testing , or the substitution of parts under instructions from the manufacturer , and then repackaged in the original container ; (e) Any fa ilure to make such inspections , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products ; (f) Demonstration, installation , serv1c1ng or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product ; (g) Products which, after distribution or sale by you , have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container , entering into , accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your maintenance , operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds , this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations , new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving , or failure to prepare or approve , maps , shop drawings , opinions, reports, surveys , field orders, change orders , designs or drawings and specifications; or (b) Supervisory , inspection , architectural or engineering activities . Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision , but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds , this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part , by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations ; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured ; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds , this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of , or the failure to render , any professional architectural , engineering or surveying services, including : Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving , or failure to prepare or approve , maps , shop drawings, opinions , reports, surveys , field orders , change orders , designs or drawings and specifications ; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of : a. Insureds ; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations . b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street , roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner , arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies , the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above , the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises , while rented to you , or in the case of damage by fire , lightning or explosion , while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire , lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire , lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The mostwe will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision ; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section . Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Ex penses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual per iod and to any remaining period of less than 12 months , starting with the beginning of the policy period shown in the Declarations , unless the · policy period is extended after issuance for an additional period of less than 12 months . In that case , the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance . E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insu red or of the insured's estate will not relieve us of our obligations under this Co verage Part. 2. Duties In The Event Of Occurrence , Offense, C laim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence " or an offense which may result in a claim . To the extent possible , not ice should include : (1) How , when and whe re the "occurrence " or offense took place ; (2) The names and addresses of any injured persons and witnesses ; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense . b. Notice Of Claim If a claim is made or "su it" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received ; and (2) Notify us as soon as pract icable. You or any additional insu red must see to it that we receive a written notice of the claim or "sui t" as soon as pract icable . c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us cop ies of any demands , notices , summonses or leg a l pape rs received in connection with the claim or "suit"; (2) Authori ze us to obtain records and other information ; (3) Cooperate with us in the investigation , settlement of the claim or defense against the "suit"; and (4) Assist us , upon our request , in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply . d. Obligations At The lnsured's Own Cost No insured will , except at that insured 's own cost , voluntarily make a payment , assume any obligation , or incur any expense , other than for first aid , without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under th is Coverage Part that may also be covered by other insurance available to an additional insured , such additional insured must submit such cla im or "suit" to the other insurer for defense and indemnity . However , this prov ision does not apply to the extent that you have agreed in a w ritten contract , written agreement or permit that this insurance is primary and non-contr ibutory with the add it ional insured's own insurance . f. Knowledge Of An Occurrence , Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense , claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner , if you or an additional insured is a partnership ; (3) Any manager, if you or an additional insured is a limited liability company ; (4) Any "e xecutive officer" or insurance manag er, if you or an additional insured is a corporation ; (5) Any trustee , if you or an additional insured is a t rust ; or (6) Any elected or appointed official , if you or an additional i nsured is a political subdivision or public entity. Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured . 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies , we will provide any liability , uninsured motorists , underinsured motorists , no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form : a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured ; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liab ility signed by us , the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance , and any rights or duties specifically assigned in this policy to the first Named Insured , this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy , you agree: (1) The statements in the Declarations are accurate and complete ; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations . b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part , we shall not deny any coverage under this Coverage Part because of such failure . 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part , our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies . If other insurance is also primary , we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess , contingent or on any othe r basis: (1) YourWork That is Fire , Extended Coverage , Builder's Risk , Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire , lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner ; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner ; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft , "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages . (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages . Form S S 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering l iability for damages arising out of the premises or operations , or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part : (a) Primary Insurance When Required By Contract This insu rance is primary if you have agreed in a written contract , written agreement or permit that this insurance be primary . If other insurance is also primary , we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract , written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance , this insurance is primary and we will not seek contribution from that other insurance . Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess , we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends , we will undertake to do so, but we will be entitled to the insured 's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance , we will pay only our share of the amount of the loss , if any , that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss , if any , with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares , we will follow this method also. Under this approach , each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares , we will contribute by limits. Under this method , each insurer 's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers . 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment , including Supplementary Payments , we have made under this Coverage Part , those rights are transferred to us. The insured must do nothing after loss to impair them . At our request , the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage . b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organizat ion for all or part of any payment , including Supplementary Payments , we have made under this Coverage Part , we also waive that right , provided the insured waived their rights of recovery against such person or organization in a contract , agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations , one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply , Paragraph 6. (Additional Insureds When Required by Written Contract , Written Agreement or Permit) of Section C., Who Is An Insured , does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part , by your acts or omissions or the acts or omissions of those acting on your behalf : a. In the performance of your ongoing operations ; or b. In connection with your premises owned by or rented to you . 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization ; but only with respect to liability arising out of the ownership , maintenance or use of that part of the premises leased to you and shown in the Declarations . b. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply : This insurance does not apply to : (1) Any "occurrence" which takes place after you cease to be a tenant in that premises ; or (2) Structu ral alterations , new Pag e 18 of 24 construction or demolition operations performed by or on behalf of such person or organi zation . 3. Additional Insured -Granter Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person (s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise , but only with respect to their liability as grantor of franchise to you. 4. Additional Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage " or "personal and advertising injury" caused , in whole or in part , by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds , this insurance does not apply to any "occu rrence" which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased , but only with respect to liability arising out of the ownership , maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply : This insurance does not apply to : (1) Any "occurrence" that takes place after you cease to lease that land ; or (2) Structural alterations , new construction or demolition operations performed by or on behalf of such person or organization . 6. Additional Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Political Subdivision - Permits , but only with respect to operations performed by you or on your behalf for which the state or pol itical subdivision has issued a permit. b. With respect to the insurance afforded to these add itional insureds , the follow ing additional exclus ions apply: This insurance does not apply to : (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations pe rformed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Additional Insured -Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Decla rations as an Addi tional Insured - Vendo r, but only with respect to "bodily inju ry" or "property damage" ar ising out of "you r products" which are distribu t ed or sold in the regular course of the vendor's business and only if this Coverage Part prov ides coverage f or "bodily injury " or "property damage" incl uded within the "products -completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to : (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement ; (b) Any express war ranty unauthorized by you ; (c) Any physical or chemical change in the product made intentionally by the vendor ; (d) Repackaging , un less unpacked solely for the purpose of inspection , demonstration, testing, or the substitution of parts under instructions from the manufacturer , and then repackaged in the original container ; Form S S 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any fa ilure to make such inspections , adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection wrth the distribution or sale of the products ; (f) Demonstration , installation , servicing or repair operations , except such ope rations performed at the vendor's premises in connection with the sale of the product ; (g) Products which , after distribution or sale by you , have been labeled or relabeled or used as a container , part or ing redient of any other thing or substance by or fo r the vendo r; or (h) "Bodily injury" or "property damage" ar ising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. Howeve r, th is exclusion does not apply to : (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products , or any ingredient , part or container, entering into , accompanying or containing such products . 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organi zation(s) shown in the Declarations as an Additional Insured - Controlling Interest , but only with respect to their liabili t y arising ou t of : a. Their financial control of you ; or b. Premises they own , maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations , new construction and demolition operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner , Lessees Or Contractors , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured (s); or (2) In connection with "your work " performed for that add it ional insured and included within the "products- completed operations haza rd", but only if this Cove rage Part provides coverage for "bodily injury " or "property damage" included within the "products-completed operations hazard". b . With respect to the insurance affo rded to these additional insureds , this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of , or the failure to render , any professional architectural , engineering or surveying services, including : (1) The preparing , approving , or failure to prepare or approve , maps , shop drawings , opinions , reports , surveys , field orders, change orde rs , designs or drawings and specifications ; or (2) Supe rvisory , inspection , architectural or engineering activities . 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Add itional Insured -Co- Owner Of Insured Premises, but only with respect to their liability as co-owne r of the premises shown in the Declarations . Page 20 of 2 4 The limits of insurance that app ly to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an add itional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods , products or serv ices through: a. (1) Radio; (2) Television ; (3) Billboard ; (4) Magazine; (5) Newspaper ; b. The Internet , but only that part of a web site that is about goods , products or services for the purposes of inducing the sale of goods , products or services ; or c . Any other publication that is given widespread public distribution. However, "advertisement" does not include : a. The design , printed mate rial , information or images contained in, on or upon the packaging or labeling of any goods or products ; or b. An inte ractive conversation between or among persons through a computer network . 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle , trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury ; b. Sickness; or c. Disease sustained by a person and , if arising out of the above , mental anguish or death at any time. 6. "Coverage te rritory" means : Fo rm SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada ; b. International waters or airspace , but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above ; c. All other parts of the world if the injury or damage arises out of : (1) Goods or products made or sold by you in the territory described in a. above ; (2) The activities of a person whose home is in the territory described in a. above , but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions ), Puerto Rico or Canada , in a "suit" on the merits according to the substantive law in such territory , or in a sett lement we agree to . 7. "Electronic data" means information , facts or programs : a. Stored as or on ; b. Created or used on ; or c. Transmitted to or from computer software , including systems and applications software , hard or floppy disks , CD-ROMS , tapes, drives , cells , data processing devices or any othe r media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "E xecutive officer" means a person holding any of the officer positions created by your charter , constitution , by -laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be . 11 . "Impaired property" means tangible property , other than "your product" or "your work", that cannot be used or is less useful because : a. It incorporates "your product" or "your work" that is known or thought to be defective , deficient , inadequate or dang erous ; or Form SS 00 08 04 0 5 BUSINESS LIABILITY COVERAGE FORM b. You have fai led to fulfill the terms of a contract or agreement ; if such property can be restored to use by : a. The repair , replacement , adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means : a . A contract for a lease of premises. However , that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire , lightn ing or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. -Liability and Medical Expenses Limits of Insurance . b. A sidetrack agreement ; c. Any easement or license agreement , including an easement or license agreement in connection with construction o r demolition operations on or within 50 feet of a ra ilroad; d. Any obligation , as required by ordinance , to indemnify a municipality , except in connection with work for a municipal ity ; e. An elevator main t enance agreement ; or f. That part of any othe r contract or agreement pertain ing to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a th ir d person or organization , provided the "bodily injury" or "property damage" is caused , in whole or in part , by you or by those acting on your behalf . Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle , tracks , road -beds , tunnel , und erpass or crossing. However , Paragraph f. does not include that part of any contract or agreement: Pag e 2 1 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect , engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps , shop drawings , opinions , reports , surveys , field orders , change orders , designs or drawings and specifications ; or (b) Giving directions or instructions , or failing to give them , if that is the primary cause of the injury or damage ; or (2) Under which the insured , if an architect , engineer or surveyor , assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services , including those listed in (1) above and supervisory , inspection , architectural or engineering activ ities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm , to perform duties related to the conduct of your business . "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property : a. After it is moved from the place where it is accepted for movement into or onto an aircraft , watercraft or "auto"; b. While it is in or on an aircraft , watercraft or "auto"; or c. While it is being moved from an aircraft , watercraft or "auto" to the place where it is finally delivered ; but "loading or unloading" does not include the movement of property by means of a mechanical dev ice , other than a hand truck , that is not attached to the aircraft , watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles , including any attached machinery or equipment: a. Bulldozers , farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or ne xt to premises you own or rent; c . Vehicles that travel on crawler treads ; d. Vehicl es , whether self -propell ed or not , on which are perman ently mounted : Page 22 of 24 (1) Power cranes , shovels , loaders , diggers or drills ; or (2) Road const ruction or resurfacing equipment such as graders , scrapers or rollers ; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types : (1) Air compressors , pumps and generators , including spraying , welding, building cleaning , geophysical exploration , lighting and well servicing equipment ; or (2) Cherry pickers and similar devices used to raise or lower workers ; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight , designed primar ily for: (a) Snow removal ; (b) Road maintenance , but not construction or resurfacing; or (c) Street cleaning ; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower wo rkers ; and (3) Air compressors , pumps and generators , including spraying , welding , building cleaning , geophysical exploration , lighting and well servicing equipment. 16 . "Occurrence" means an accident , including continuous or repeated exposure to substant ially the same general harmful conditions. 17. "Personal and advertising injury" means injury , including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution ; Form SS 00 08 04 05 c. The wrongful eviction from , wrongful entry into , or invasion of the right of private occupancy of a room , dwelling or premises that the person occupies , committed by or on behalf of its owner , landlord or lessor ; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods , products or services ; e. Oral , written or electronic publication of material that violates a person's right of privacy ; f. Copying, in your "advertisement", a person 's or organization 's "advertising idea" or style of "advertisement"; g. Infringement of copyright , slogan , or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humil iation that results in injury to the feelings or reputation of a natural person . 18. "Pollutants" means any solid , liquid , gaseous or thermal irritant or contaminant , including smoke, vapor , soot , fumes , acids , alkalis, chemicals and waste. Waste includes materials to be recycled , reconditioned or reclaimed . 19. "Products-completed operations hazard"; a. Includes all "bod ily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession ; or (2) Work that has not yet been completed or abandoned. However , "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed . (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service , maintenance, correction , repair or replacement, but which is otherwise complete , will be treated as completed . The "bodily injury" or "property damage" must occur away from premises you own or rent , unless your business includes the selling , handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of : (1) The transportation of property , unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you , and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The ex istence of tools , uninstalled equipment or abandoned or unused materials . 20. "Property damage" means: a. Physical injury to tangible property , including all resulting loss of use of that property . All such loss of use shall be deemed to occur at the time of the physical injury that caused it ; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition , "electron ic data" is not tangible property . 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitrat ion proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions . 23. "Volunteer worker" means a person who : a. Is not your "employee"; Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or he r wo rk; c. Acts at the dir ection of and with in the scope of duties determined by you ; and d. Is not paid a . fee , salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products , other than real prop erty , manufactured , sold , handled , distributed or disposed of by : (a) You ; (b) Others trading under your name ; or (c) A person or organization whose business or assets you have acquired ; and (2) Containers (ot her than vehicles ), equipment with such materials , parts or furnished in connection goods or products . b. Includes: (1) Warranties or rep res entations made at any time with respect to the fitness , quality , durability , performance or use of "your product "; and Pa ge 24 of 24 (2) The providing of o r failure to provide warn ings or inst ruct ions . c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25 . "Your work": a. Means : (1) Work or operations performed by you or on your behalf ; and (2) Materials , parts or equ ipment furn ished in connection with such work or operations . b. Includes: (1) Warranties or representations made at any time w ith respect to the fitness, quality , durability , performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form S S 00 08 04 05 POLICY NUMBER: 57 UEC KC0296 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following : AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement , the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form . This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the incept ion date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): CITY OF CUPERTINO 1 0300 TORR E AVENUE CUPERTINO , CA 95014 Information required to complete this Schedule , if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage , but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II -Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I -Covered Autos Coverages of the Auto Dealers Coverage Form . CA 20 48 10 13 © Insurance Services Office , Inc ., 2011 Page 1 of 1