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18-053 Epperson, Inc. - dba Epicenter Management, TreeCircus Performance for the Earth and Arbor DayCITY OF a SERVICES AGREEMENT ($5,000 OR LESS) CUPERTINO 1. Parties. This Agreement ("Agreement") is made and entered into as of-'-A=p=r.c..cil....c3_,__,_2--'-0--'-1...C..8 _____ _ ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City") and Epperson, Inc -dba Epicenter Management ("Contractor"), a_C_o_ro~o_ra_t_io_n _______ _ 2. Services. Contractor agrees to provide the programs, classes or activities ("Services") set forth in detail in the Scope of Services , attached and incorporated here as Exhibit A. 3. Time of Performance. This Agreement begins on the Effective Date and ends on Apri l 21, 2018 ("Contract Time"), unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A. Time is of the essence for the performance of all the Services . Contractor must have sufficient time , resources , and qualified staff to deliver the Services on time . 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $_1..,__2_0'-0'-------- ("Contract Price "), based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Upon City approval of written invoices , Contractor will be paid as follows : (check one; cross out others): [Z] A lump sum amount of$ 1 200 which shall not exceed the Contract Price. D At the rate of$ per hour for a total not to exceed the Contract Price. D Based on the payment schedule included or attached to Exhibit A which shall not exceed the Contract Price . 5. Independent Contractor. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , workers compensation or other benefits from the City . Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed , registered , and/or certified and have a City Business License . Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 6. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services . Se lect one Tree C ircu s "what trees give us' show Services Agreement ($5, 000)/Rev. Nov 3, 2017 Page 1 of 6 7. Indemnification. To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend, and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage, or economic Joss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City . Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement. 8. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage . Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 9. Com pliance with Laws. Contractor shall comply with all laws and regulations applicable to this Agreement, included without limitation the following laws: Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . D Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. Discrimination Laws . Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification . Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5 . Consistent with City policy, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. Program Tree Circus "what trees give us" Show Services Agreement ($5,000)/Rev. Nov 3, 2017 Page 2 of6 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq . Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 10. Abandonment. City may abandon or postpone the Project at any time . Contractor will be compensated for satisfactory Services performed through the date of abandonment. 11. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service (i.e., program, class or activity) without giving advance notice or obtaining written approval from City. 12. Governin g Law. This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 13. Entire A g reement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement or understanding, either oral or written, between the Parties. Any changes to this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein . n ~Serv1tesCoorilmaror:-Tne Paffies cfes1gnate Uie followrng persons as Services Coorainators or this Agreement. Contractor's designation and any substitution are subject to City approval. For Contractor: Epperson, Inc . dba Epicenter Management Name President Position Rose E person Contact Program Tree Circus "what trees give us" Show For City: Jonathan Ferrante Name Public Works Su pervisor Trees/ROW Position Jonathan Ferrante Contact Services Agreement ($5,000)/Rev. Nov 3, 2017 Page 3 of 6 15. Contract Interpretation . There are no intended third party beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach.The headings in this Agreement are for convenience only. The Indemnification and Governing Law sections expressly survive this Agreement. 16. Severability . If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal or unenforceable, such term/ provision shall remain in effect to the extent allowed by such ruling. All other tenns and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 17. Notices. All notices, demands, requests and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission : To Citv of Cupertino: To Contractor: 10300 Torre Ave., Cupertino , CA 95014 31910 Country Club Drive Porterville, CA 93257 Attention : Jonathan Ferrante Attention : Rose E pp erson Email :jonathanf@cupertino.org Email : repperson@epicentermgmt.us 18. Validity of Contract. This Agreement is valid and enforceable only if (a) it complies with the contract provisions of Cupertino Municipal Code Sections 3 .22 and 3 .23, (b) is signed by the City Manager or an authorized desi ee and ~) is apgroved for form by the Cicy Attomei s Offke. _______ _ 19. Execution . Contractor's signatory warrants that he or she is authorized to execute the Agreement and to legally bind Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Program Tree Circu s "what trees 11.ive us" Show Services Agreement ($5,000)/Rev. Nov 3, 2017 Page 4 of6 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. CONTRACTOR Epperson, Inc. • dba Epicenter Management Tax /.D. No.: 20-2734331 APPROVED AS TO FORM: VQll",cr- ATTEST: By p _~ ¥ GCiicHMIDT, City Clerk Program Tree Circus "what trees give us" Show CITY OF CUPERTINO A Municipal Corporation ~ By:~ Name: Timm Borden Title: Director of Public Works Services Agreement ($5,000)/Rev. Nov 3, 2017 Page 5 of6 la\ Ep7renter i4 . Management Targeting the center of your organization Project Proposal: Prepared for: Prepared by: TreeCircus Performance for the City of Cupertino Earth and Arbor Day City of Cupertino Rita Franco TreeCircus, Program Assistant Epicenter Management Contract Amount : $1200 inclusive (Contract Fee and Travel Expenses) Description : This energetic stage show "what trees give us " is interactive, educational and captivating for all ages . Womick covers it all, from urban particulate pollution to basic tree biology, while keeping the audience in stitches. During their performances, TreeCircus discusses numerous tidbits about biology, showing how trees filter urban particulate pollution. The show helps the audience understand how their local trees can lower the temperature and raise their spirits. Throughout the hour-long program, participants learn many things about trees, including: their value, why we should plant more of them, and even how to climb them like the pros. Those who suddenly find themselves a part of the Tree Circus act, out in front of the audience, generally blossom in their own right. Audience part i cipatio n-isvVhat-these---p rograms-areall----about. 31910 Country Club Drive Porterville, CA 93257 EXHIBITB INSURANCE REQUIREMENTS For Services and Activities Involving Children Instructor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Instructor, his agents, representatives , employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: yY. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis , including property damage , bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Sex ual Abuse/ Molestation insurance or the equi v alent are required for contracts in volving children in after school activities , recreational programs , athletics , studies , transportation of students . Covers ~ ~ potential claims of abuse or child molestation. Sexual Abuse/Molestation coverage must be included under General Liability or obtained in separate policies in an amount of not less than $1 ,000 ,000 per occurrence ($2 ,000 ,000 aggregate) and $3,000 ,000 excess/umbrella coverage . 3. ~· ~~ v 4. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code I (an y auto), or if Instructor has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage . (Note -required only if auto is used in performance o work) Workers' Compensation insurance as required by the State of California, with Statutory Limits , and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily ----~injur-y....or-disease.--{-Note~l'eguireci-0 nJ.y-if-InstmGt0r-has-empl0yees )·~. --------------- If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any availab le insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Self-Insured Retentions Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Instructor to provide proof of ability to pay losses and related investigations , claim administration, and defense expenses within the retention. The policy language shall provide , or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Entity . Other Insurance Provisions The general liability policy is to contain, or be endorsed to contain, the following provisions: 1. The Entity, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Instructor including materials, parts or equipment furnished in connection with such work or operations. 2. For any claims related to this contract, the Instructor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers , officials, employees , agents , and volunteers . 3. The Insurance Company agrees to waive all rights of subrogation against the Entity, its elected or appointed officers , officials , agents, and employees for losses paid under the terms of any policy which arise from work performed by the Instructor for the Entity. This provision also applies to the Instructor 's Workers ' Compensation policy. 4. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII , unless otherwise acceptable to the Entity. Verification of Coverage Instructor shall furnish the Entity with original certificates and amendatory endorsements effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the Entity before work commences. The Entity reserves the right to require complete, certified copies of all required insurance policies , including endorsements affecting the coverage required by these specifications, at any time. We strongly recommend obtaining a copy of the policy declarations and endorsement page (make this a requirement in your Contract) to facilitate verification of coverages and spot any undesirable policy limitations or exclusions. Homeowner's Insurance In some cases the Instructor 's homeowner's liability insurance may provide coverage sufficient to meet these requirements. Instructor should provide these requirements to his or her agent to confirm and provide verification to the Entity. Special Events Coverage for Instructors Special events coverage is available for an additional fee to provide the liability insurance required by this agreement. Instructor can obtain additional information and cost from the Entity . Special or Low Risk Activities Entity reserves the right to modify these requirements , including limits, based on the nature of the risk , prior experience , insurer, coverage , or other special circumstances . The Entity re serves the right to modify or waive insurance requirements for certain low risk recreational activities. Julia Kinst From : Sent: Rose Epperson < reppe rson@wcisa .net > Thursday, April 19 , 2018 12 :54 PM To: Julia Kinst; Aaron Sai z Subject: RE : Request from the City of Cupert ino The company doesn't own any autos -I don 't carry corporate auto insurance . My auto insurance is through West Coast Arborists (I am an owner of the company). Warm Regards , Rose Rose Epperson, CAE Certified Arboris t # WE-1045A portervill e -559/784-8733 anaheim -714/956-4790 x 110 ce ll -714/264-9793 Care about trees and their ca re? Show your appreciation by making a ta x exempt donation to the Britton Fund! www.thebrittonfimd.org THE BRITTON FUND, INC: Growing our community forests throug h research and education. From: Julia Kinst <JuliaK@cupertino.org> Sent: Thursday, Apri l 19, 2018 12 :48 PM To: Rose Eppe r son <repperson@wcisa .net>; Aaron Saiz <Aarons@cupertino .org> Subje ct: Request from the City of Cupertino Rose , I am contacting you regarding the agreement with the City of Cupertino for our earth day festival this Saturday. Our attorney is requiring proof of auto insurance . Is there any way we could get an Accord certificate stating your auto insurance coverage before close of business tomorrow? Please let me know as soon as possible . Thank you, Julia Julia Kinst City of Cupertino I Public Works 10300 Torre Avenue, Cupertino, CA 95014 408-777-3291 I " juliak@cupertino.org 1 ____, -~C<!,_RD"' CERTlr~ATE OF LIABILITY INSUR.' ~cE I DATE(MM/OD/YYYY) 4/17/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONL V AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVEL V OR NEGATIVEL V AMEND, EXTEND OR AL TEA THE COVERAGE AFFORDED BY THE POLICIES BELOW . THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER{S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the pollcy, 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 ~)i'/."1/f:''-" Lvnn Eve PELLETT INSURANCE SERVICES INC rt8i~ Extl, c0os> 221-6160 I /NC,Nol:(805) 460-7445 4355 San Benito Rd. ~oi'il~sslynn@pellettins.com Atascadero, CA 93422 NAIC# INSIJlER(S) AFFORDING COVERAGE OH2721820 INSURER A : Sentinel Ins. co./The Hartford INSURED Epicenter Management INSURER B : Epperson Inc. INSURER C ; 31910 Country Club Dr. INSURER D: Porterville, CA 93257 INSURER E ; 5597848733 INSURER F ; COVERAGES CERTIFICATE NUMBER· REVISION NUMBER · THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT , TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY ~AID CLAIMS . INSR TYPE OF INSURANCE -~· ,~~" I fMWDDNYYYl 11J~g~ LIMITS LTR INSD WVD POLICY NUMBER X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 ~ D CLAIMS-MADE [!] OCCUR u""''""'" !,i""'"lt:U -PREMISES Ea occurrence\ $ L 000, 000 -51SBAIT1 1 38 7/1/2017 7/1/2018 MED EXP (Any one person) $ 10,000 A y y PERSONAL & ADV INJURY $ 2,000,000 -4,000 ,000 GEN'L AGGREGATE LIM IT APPLIES PER : GENERAL AGGREGAlE $ M POLICY o rr& DLOC PRODUCTS • COMP/OP AGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY ir'NCiLt: LIMI 1 $ (Ea acciden ,..._ ANYAUTO BODILY INJURY (Per person) $ -ALL OWNED -SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ --NON-OWNED iP~';';~7cfe"ntP"MA<;t: HIRED AUTOS AUTOS $ --$ UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION I sftwTE I I u,n- AND EMPLOYERS' LIABILITY ER YI N ANY PROPRIETOR/PARTNER/EX ECUTIVE D E.L. EACH ACCIDENT $ OFFICER/MEMBER EXC LUDED ? N/A (Mandoto,y In r.l) E.L. DISEASE • EA EMPLOYE $ ~~~c~!ill~-':£~_8J,PERATIQNS-below-----E:t::-DISEASE~POUCY LIMIT-,, ---- DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101 , Addi ti onal Remar1<s Schedul e, may be attached if m ore space is requi red) CERTIFICATE HOLDER IS INCLUDED AS ADDITIONAL INSURED INCLUDING A WAIVER OF SUBROGATION BUT ONLY AS RESPECTS THE OPERATIONS OF THE NAMED NON-CONTRIBUTORY. CERTIFICATE HOLDER City of Cupertino, its officers, officials, employees, agents & volunteers 10555 Mary Ave. Cupertino, CA 95014 INSURED. COVERAGE IS PRIMARY AND ~~ CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS . PORATION. All rights reserved. ACORD25(2014/01) The ACORD name and logo are registered marks of ACORD !, POLICY NUMBER: 51 SBA IT1138 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -PERSON-ORGANIZATION CITY OF CUPERTINO ITS OFF ICERS OFFICIALS EMPLOYEES AGENTS AND VOLUNTEERS 10555 MARY AVE CUPERTINO, CA 95014 Form IH 12 00 11 85 T SEQ. NO. 004 Printed in U.S.A. Page 001 Process Date: o 4 / 18 / 18 Expiration Date: o 7 / o 1 / 1 B POLICY NUMBER: 51 SBA IT1138 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION CITY OF CUPERTINO ITS OFFICERS OFFICIALS EMPLOYEES AGENTS AND VOLUNTEERS 10555 MARY AVE CUPERTINO, CA 95014 Form IH 12 00 11 85 T SEQ. NO. 003 Printed in U.S.A. Page 001 Process Date: 04/18/18 Expiration Date: 07 /01/18 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following : BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: 1. Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such wa iver . Form ss 1215 03 oo Page 1 of 1 © 2000 , The Hartford A~RD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 04/18/2018 THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Theresa Roque NAME: Huggins Dreckman Insurance ri:)gNJ0 Extl: (562) 594-6541 I r.t~. No): (562) 594-0376 License No. 0212199 E-MAIL theresa@hdinsure.com ADDRESS : 5152 Katella Ave , Suite 206 INSURER(S) AFFORDING COVERAGE NAIC# Los Alamitos CA 90720 INSURER A: Travelers Property Casualty Co of America 25674 INSURED INSURERB : Epperson Inc INSURERC : 31916 Country Club Dr INSURER D: INSURER E : Porterville CA 93257 INSURER F : COVERAGES CERTIFICATE NUMBER: 2 017/2018 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABO VE FOR THE POLIC Y PERIOD INDI CA TED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CON DITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DES CR IBED HEREIN IS SUBJECT TO ALL THE TER MS , EXCLUSIONS AND CONDITIONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER f M MIDD/YYYYI fMMIDD/YYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -=:J CLAIMS-MADE O occu R U f'\IVIM.\.:JC:::: IUl"\Cl'I CU -PREMISES !Ea occurrence\ s f-- MED EXP (Any one person) s PERSONAL & A DV INJURY s - GEN'L AGG REG ATE LI M IT A PPLIES PER: G ENERAL AGG REG ATE s ~ DPRO-DLOC POLICY JECT PRODUCTS -COMP/OP AGG s OTHER : s AUTO MOBILE LIABILITY COMBIN ED SINGLE LI MIT s !Ea accident) - ANY AUTO BODILY INJURY (Per person) $ -OWNED -SCHEDULED AUTOS ONLY AUTOS BODfL Y INJURY (Per accident) $ f---HIRED NON-OWNED PROPERTY DAMAG E A UTOS ONLY AU TOS ONLY <Per accident) $ --s UMBRELLA LIAB H OCCU R EAC H OCCURRENCE $ - EXCESS LIAB CLAIMS-MAD E AGGREGATE s DED I I RETENTION $ s WORKERS COMPENSATION xlmruTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN A ANY PROPRIETOR/PARTNER/EXECUTIVE D N/A UB3H510203 07/01/2017 07/01/2018 E.L. EACH ACC IDENT s 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE s 1,0 00 ,000 --If yes, describe under -5-1,ooo ,ooo---DESCRIPTIOl'rOF-OPERATIONS-oelow E:t:-DISEASE""="l'OCICY-[IMlr- DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHI CL ES (ACORD 101 , Additional Remari<s Schedule, may be attached if more space is required) CERTIFICATE HOLDER CA NC ELLA TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN City of Cupertino, its officers, officia ls, employees, agents & ACCORDANCE WITH THE POLICY PROVISIONS . vo luntee rs AUTHORIZED REPRESENTATIVE 10555 Mary Ave. Cupertino CA 95014 Tfli»Ac... l',o ~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights , duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C . -Who Is An Insured . Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. -Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODIL y damage" is caused by an INJURY, PROPERTY DAMAGE , PERSONAL "occurrence" that takes place in the "coverage territory"; AND ADV E RTISING INJURY) Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums t hat the insured period; and becomes legally obligated to pay as (c ) Prior to the policy period , no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. -Who Is An Insured and no adverti s ing injury" to which this insu rance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim , knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred , have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily in sured or authorized "employee" injury", "property damage" or "personal and knew , prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may , at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But: damage" during or after the policy ________ ('t) The amount we will~ for damag,.,,,e=s----"is,e__ ________ --;p_e_r_io_d_w_i~ll _b~e_d~e_e_m_e~d_to_h~av_e_b_ee_n_ limited as described in Section D. -known prior to the policy period . Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments , during the policy period. settlements or medical expenses to which c . "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1 . of Section explicitly provided for under Coverage C . -Who Is An Insured or any "employee" Extension -Supplementary Payments . authorized by you to give or receive notice of an "occurrence" or claim : b. Thi s in s urance a ppli es: (1) Reports all , or any part , of the "bodily (1) To "bodily injury" a nd "property injury" or "property damage" to us or damag e" only if: a ny oth e r insurer; Form SS 00 08 04 05 Page 1 of 24 © 2 00 5 , T he Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of "bodily inj ury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services , including prosthetic organization for care , loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance , hospital, inJ·ury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician , dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur . (a) The physician , dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services ; and any vehicle to which Business Liability Coverage for "bodily injury" applies. We (b) You are not e ngaged in the do not have to furnish these bonds . business or occupation of providing such services . (3 ) The cost of appeal bonds or bonds to release attachments, but only for bond (2 ) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice , any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one "occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit", including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in ---------b---elow-fu,''bu-dily-injmy''-caus-e-d-by-an·--------t ne"su1t". 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 expense s are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination , at our exp e nse , by physicians of our choice as often as we reasonably require. Page 2 of 24 (6) Prejudgment interest awarded against the insured on that part of the judgment we pay . If we make an offer to pay the applicable limit of insurance , we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid , offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance . Any amounts paid under (1) through (7 ) above will not reduce the limits of insurance . Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured ; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments . Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when : (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2 ) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. 8. EXCLUSIONS (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to : and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to : expected or intended from the (i) Cooperate with us in the standpoint of the insured . This investigation , settlement or exclusion does not apply to "bodily defense of the "suit"; injury" or "property damage" resulting from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices , summonses or legal papers (2) "Personal and advertising injury" arising out of an offense committed by , at the -------------~-c.ei~e.cLin_c_onn.e_ctio_n_wit _~--------mrect1on of or witntne consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of infl icting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with (1) "Bodily injury" or "property damage"; or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to : liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage" or (ii) Conduct and control the "personal and advertising injury" that Form SS 00 08 04 05 defense of the indemnitee in the insured would have in the such "suit". absence of the contract or agreement ; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured 's business , or that is an "insured contract", (2) The spouse, child, parent , brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of (1) above . subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract'', reasonable an employer or in any other capacity ; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily inJ·ury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the (1) "Bodily inJ·ury", "property damage" or same "insured contract", and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual , alleged or litigation expenses are for threatened discharge , dispersal, defense of that party against a seepage, migration , release or escape civil or alternative dispute of "pollutants": resolution proceeding in which damages to which this (a) At or from any premises , site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured . "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat , under the influence of alcohol; or cool or dehumidify the building , or equipment that is used to (3) Any statute, ordinance or regulation heat water for personal use, by ___________ re_l_a_ti _ng~to_th_e_sa_l_e_, ~g_ift_, _d_is_tr_ib_u_t _io_n_o_r ____________ t,l"le~b1.1ildiAg's-Gcc1.1paAts...0r-tl"leir- use of alcoholic beverages. guests; This exclusion app lies only if you are in the (ii) "Bodily injury" or "property business of manufacturing , distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages . contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law . additional insured at that e. Employer's Liability premises , site or location and "Bodily injury" to: such premises , site or location is not and never was owned or (1) An "employee" of the insured arising occupied by , or rented or out of and in the course of: loaned to , any insured, other (a) Employment by t he insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 (i ii) "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 were at any time transported, handled, stored , 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 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 -------necessar.y for:....-th e-operation-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 operating fluids , or if such fuels , lubricants or other operating fluids are brought on or to the premises , site or location with the intent that they be discharged, dispersed or Form 55 00 08 04 05 B US IN ESS LI A BILIT Y CO V E RA GE FO R M released as part of the operations being performed by such insured , contractor or subcontractor; (ii) "Bodily injury" or "property damage" susta ined 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" arising 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 subcontractors working directly or indirectly on any insured 's behalf are performing operations if the operations are to test for , monitor, clean up , remove , contain , treat , detoxify or neutralize , 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 , detoxify 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-a1.1tl"lo~ity for damages because of testing for , monitoring , cleaning up , removing , containing, treating , detoxifying 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 . Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in , or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership , maintenance , use or prearranged racing , speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity· or loaned to any insured . Use includes i. War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused , arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring , (1) War , including undeclared or civil war; employment , training or monitoring of others by that insured , if the "occurrence" which (2) Warlike action by a military force, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance , use or entrustment to others of expected attack , by any government , any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebell ion , revolution, This exclusion does not apply to: usurped power , or action taken by governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; Professional Services (2) A watercraft you do not own that is : "Bodily injury", "property damage" or j. (a) Less than 51 feet long; and "personal and advertising injury" ar ising (b) Not be in g used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent , (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the in sured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps , shop contract" for the ownership, drawings, opinions , reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "prop erty damage" (3) Superv isory , inspection, architectural arising out of the operation of any of or engineering activities; the equ ipment listed in Paragraph f.(2) (4) Medical , surgical, dental, x-ray or ---------~rf:-(3 \-of-th-,,-----deiinition-of-"m-obile,-----------------~-~-----------, • " · nursing services treatment, advrce or equ ipment"·, or instruction ; (6) An aircraft that is not owned by any (5) Any health or therapeutic service in sured and is hired , chartered or loaned treatment , advice or instruction; with a paid crew. However, this exception does not apply if the insured has any other in surance 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 Page 6 of 24 (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; Form 55 00 08 04 05 (8) Optometry or optometric services including but not limited to exam ination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products ; (9) Any : (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin ; and (c) Similar services; (10) Services in the practice of pharmacy ; and (11) Computer consulting, des ign 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. Da mage To Pro perty "Property da mage" 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 B US IN ESS LI ABILI TY CO V E RAG E FO RM Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises , including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you . Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site . Paragraph (6 ) of this exclusion does not apply to "property damage" included in the "products -completed operations haz a rd". I. Da m a ge To Your Prod uct "Property damage" to "your product" arising out of it or any part of it. m . Damage To You r Work "Property damage" to "your work" arising out of it or any part of it and included in the "products -completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impa ired property" or property that has not been phys ically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous cond ition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use . Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, 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 "Personal 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) Arising out of oral, written or electron ic 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 services; (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 "advertisement", of (a) Copyright; (b) Slogan, unless the slog an is also a trademark, trade name, service mark or other des ign ation of origin or authent icity ; or (c) Title of any literary or art istic work; (8) Aris in g 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, th is exclus ion does not app ly to Paragraphs a., b. and c. under the definition of "personal and advertis ing 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) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the in sured exercises control ; (10) Arising out of the unauthorized use of another's name or product in your e-mail address , domain name or metatags, or any other simi lar tactics to mislead another 's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion 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 include s information, code, sounds, text , graphics or images ; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement'' or other content on your web sit e; 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 sist er of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the emp loyment-related practices described in Paragraphs (a), (b), or (c) -----------a--o-v-e-,s-airected. 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 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand , order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove , encapsulate, contain , treat , detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing , encapsulating, containing , treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 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-regutation -;- other than the TCPA or CAN-SPAM Act of 2003 , that prohibits or limits the sending , transmitting, communicating or distribution of material or information . Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to th is 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 w ill 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 liabil ity 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, jo int 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 w ith respect to their duties as trustees. 2. Each of the following is also an insured : a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business , or to your other "volunteer workers" while performing duties related to the conduct of your business ; (b) To the spouse, child , parent , brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above ; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services , Paragraph (d) does not apply to any nurse , emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property : (a) Owned, occupied or used by, Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care , custody or b. Coverage under this provision does not control of, or over which physical apply to : control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you , any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment'' registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment , and die, but only : only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to : been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by , only with respect to duties as such . That re nted to, in the charge of or occ upi ed by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision . e. Unnam ed Subsidiary 5 . Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge , any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part . your permission . Any other person or organization responsible for the conduct of The insurance afforded herein for any subsidiary not shown in the Declarations such person is also an insured , but only with as a named insured does not apply to respect to liability arising out of the operation inJury or damage with respe ct to wh·-,c-h_a_n _____ -UoLJbe-wate~c~aft,------a l"lcLof"lly-iLno-0tl"le~- insured under this in surance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance . a . "Bodily injury" to a co -"employee" of the 3. Newly Acquired Or Formed Organi zation person operating the watercraft ; or Any organization you newly acquire or form , b. "Property damage" to property owned by , other than a partnership , joint venture or rented to , in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision . the voting stock , will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permi a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organiz ation or the end of the insureds when you have agreed , in a written policy period , whichever is earlier ; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COV ERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivis ion, that such person or organization be added as an additional insured on your po licy, 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 tim e 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 th is Coverage Part , including all pe rsons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional In s ured 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 fo r th e purpose of inspection , demonstration , testing , or the substitution of parts under instructions from the manufacturer, and then repackaged in the original conta iner ; (e ) Any fa ilure to mak e 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 connect ion with the distribution or sale of the products ; (f) Demonstration , installation , servicing or repair operations , except such operations performed at the vendor's premises in connection with t he 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 t he sole negligence of the vendor for its own acts o r omission s or those of its employees or anyon e else acting on it s behalf. However, thi s exclusion do es 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 -----insure ~rs0n-0 F--G r§Jan~ation 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 lease d to you by such person or organization . Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds , this Subdivisions insurance does not apply to any (1) Any state or political subdivision , but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises wh ich the state· or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you . or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structura l alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organiza tion . "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertis ing injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations ; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if y0t1-0r-0n--y0ur-eel-lalf-. ______________ _,i)-Tne written contract or writ~ (2) With respect to the insurance afforded agreement requires you to to these addit ion a l insureds, the provide such coverage to following additional exc lu sion applies: such additional insured ; and This in surance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products - failure to render any professional completed operations ha zard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing , approv ing , or to these additional insureds, this failure to prepare or approve, insurance does not app ly to : maps, shop drawings , opinions, "Bodily injury", "property damage" or reports , surveys, field orders , "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specificat ion s; or failure to render , any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or e ngineering serv ices, including : act iviti es. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving , or fa ilure to prepare or approve , maps, shop drawings , opinions, reports, surveys , field orders, change orders, designs or draw ings and specifications; or (b) Superv isory, arch itectural activ ities. or inspection, eng ineering The limits of insurance that app ly to add it iona l insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an addit ional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions . No person or organ ization 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 --------"propeFty~amage"-rncluaea-rr,---me "products-completed operat ions hazard" is the Products-Completed Operations Aggregate Lim it shown in the Declarations. b. Damages because of all other "bod ily 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 w ith permiss ion of the owner, arising out of fire , lightning or explosion . 3. Each Occurrence Limit Subject to 2.a. or 2.b above, wh ichever applies, the most we will pay for the sum of all damages because of all "bod ily in j ury ", "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" susta ined 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 permiss ion of the owner. In the case of damage by fire, lightn ing or explosion , the Damage to Premises Rented To You Limit applies to all damage proximately_ caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we w ill pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any pol icy and any endorsements attached thereto demands, notices, summonses or app li es to any claim or "suit", the most we will pay legal papers received in connection under this pol icy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information ; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3. above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply aga inst the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months , starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months . In that case , the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The lnsured's Own Cost of determ ining the Limits of Insurance. No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid, without our consent. Bankruptcy or insolvency of the insured or of e. Additional lnsured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered h E t Of o by other insurance available to an 2. Duties In T e ven ccurrence, additional insured , such additional insured Offense, Claim Or Suit must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim . To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses ; and Paragraphs a. and b. apply to you or to --------~(~3,_) _._T'....'.he~n;.-:a~tu:_:r_:e_:a:..:n~d~lo~c;a~ti -=-on~o:..:,f c=a--n~yTi __ n~jukry:--______ ~a11.y'._additLonaLins_urn.cLonly_when _sucb _ or damage ans 1ng out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "su it" is brought an individual ; against any insured , you or any additional (2) Any partner, if you or an add it ional insured must: insured is a partnership ; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation ; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable . insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you In sured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any add itional insured. 3. Financial Responsibility Laws a. When this po licy is certified as proof of financial responsibility for the future under the provisions of any motor veh icle financial responsibility law, the insurance provided by the po licy for "bodily injury " liabi lity and "property damage" li ability will comp ly 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 appl ies, we w ill prov ide 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 appl icable limit of insurance. An agreed settlement means a settlement and release of li ab ility signed by us, the insured and the claimant or the claimant's lega l 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 aga inst 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 Pa ge 16 of 24 (3) We have issued this policy in reliance upon your representat ions. 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 sha ll not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other val id and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Prima!Y Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance , whether primary , excess , contingent or on any other bas is : (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 occup ied 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 permiss ion of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the ma intenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages . (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages . Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance ava il able to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other in surance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this in surance 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 ____________ ,Qrimary 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 uAEler-tl:lis -G0veFa§e-P.aFt,----tl:l0se-ri§l"lts-aFe---- transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them . This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation} If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as app lic able in the Declarations , amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages app ly, Grantor Of Franchise , but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured -Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section c. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured -Lessor of Leased Equipment, 1. Additional Insured -Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section c. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s) or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advert ising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not app ly to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured -Owners Or Other operations; or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured _ Managers or Lessors amended to includ e as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured -Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured -ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the --------~w=it~b_r...,.e,.,spect to liability arising___out _Qf..Jbe~------8eelar-ationc...----------- ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following additional exclusions apply: b. With respect to the in surance afforded to these add ition al in sureds , the following This insurance does not app ly to: additional exclus ion s apply : (1) Any "occurrence" that takes place This in surance does not apply to: after you cease to lease that land; or (1) Any "occurrence" which takes place (2) Structura l alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such person or organization. (2) Structura l alteration s, new construct ion or demolition operations 6. Additional Insured -State Or Political Pa g e 18 of 24 performed by or on behalf of such Subdivision -Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional in sured the state or political subd ivi sion shown in the Declarat ion s as an Additional Fo rm SS 00 08 04 0 5 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply : This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard . 7. Additional Insured -Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor , but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular cou rs e of the vendor's business and only if this Coverage Part provide s coverage for "bodily injury" or "property damage" included within the "products-completed operation s 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 ----•reas0n-of-the-assumf;)ti0n-0f liability in a contract or agreement. This exclus ion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement ; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging , unless unpacked solely for the purpose of inspection , demonstration , testing , or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container ; Form SS 00 08 04 05 B US INESS LI AB ILIT Y C OV ERAGE FORM (e ) Any failure to make such inspections , adjustments , tests or servicing as the vendor has agreed to make or nonnally undertakes to make in the usua l course of business , in connection with the distribution or sale of the products; (f) Demonstration , installation , servicing or repair operations , except such operations performed at the vendor's premises in connection with the sale of the product ; (g) Products which , after distribution or sale by you , have been labeled or relabeled or used as a container , part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyon e else acting on it s behalf. However, this exclusion doe s 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-peFson or-oF@ani-z ation-from whom you have acquired such products, or any ingredient, part or container, entering into , accompanying or containing such products . 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest , but only with respect to their liability arising out of: a. Their financi a l 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 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Insured -Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for "bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (5) Newspaper; (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products-services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include: "products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". _________ s_e _rv_ic_e_s~, _in_c_lu_d_in~g~: ____________ ~3=·-"A~sb_e_s_to_s_b_az.a~me_ans_a o_exp_osme_or_ (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps , shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form . field orders, change orders , designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities . equipment. But "auto" does not include "mobile equipment". 10. Additional Insured -Co-Owner Of Insured Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured -Co - Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co -owner of the above, mental anguish or death at any time. premises shown in the Declarations . 6. "Coverage territory" means : Page 20 of 24 Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above , but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to . 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS , tapes, drives, cells, data processing devices or any other media which are used with electronically controlled --------e-q~u,pment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "you r product" or "your work", that cannot be used or is less useful because : a. It incorporates "your product'' or "your work" that is known or thought to be defective , deficient, inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair , replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a . A contract for a lease of premises . However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. -Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement , including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance , to indemnify a municipality , except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another arty-to--pay-for''bodily-injary''-or''prop·erty---- damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds , tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions , or failing to give them , if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect , engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection , architectural or engineering activities . 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreemen t between you a nd 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 mov ed from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft , watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers , farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Ve hicle s maintained for use solely on or next to premi ses you own or rent ; c. Ve hicle s that travel on crawl e r tread s; d. Vehicles , whether self-propelled or not , on which are permanently mounted : Page 22 of 24 (1) Power cranes, shovels, loaders , diggers or drills; or (2) Road construction or resurfacing equipment such as graders , scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types : (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration , lighting and well servicing equipment ; or (2) Cherry pickers and similar devices used to raise or lower workers; 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 pe rmanently attached equipment are not "mobile equipment" but will be con sidered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight , designed primarily for: (a ) Snow removal; (b) Road main tenance , but not construct ion or resurfacing ; or (c) Street cleaning ; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers ; and (3 ) Air compressors , pumps and generators, including spraying , welding, building cleaning , geophysical exploration , lighting and well servicing equipment. 16 . "Occurrence" means an accident , including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False a rrest, dete ntion or imprisonment ; b. Malicious prosecution ; Form SS 00 08 04 05 c. The wrongful eviction from , wrongful entry into , or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner , landlord or lessor; d. Oral , written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods , products or services ; e. Oral , written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan , or title of any literary or artistic work , in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor , soot, fumes, acids, alkal is, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned . However, "your work" --~wilH:,e-eleemed to -ee c0m19leteel -aHhe 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 include s the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools , uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property , including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it ; or b. Loss of use of tangible property that is not physically injured . All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property . 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property --damage'.'.-or~personal-and-advertising---i njury'' to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent ; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Page 23 of 24 BUSINESS LIABILITY COVERAG E FORM b. Donates his or her work ; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means : (1) Any goods or products, other than real property , manufactured, sold, handled, distributed or disposed of by : (a ) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2 ) Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products. b. Includ es: (1) Wa rr a nti es or re prese nt ati o ns made at a ny t im e wi t h res pect to th e fi t ness, quality, durability , performance or use of "your product"; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions . c. Does not include vending machines or other property rented to or located for the use of others but not sold . 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials , parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representat ion s made at any time with respect to the fitness , quality , durability, performance or use of "your work"; and (2 ) The providing of or failure to provide warnings or instructions . Form SS 00 08 04 05