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18-105 Curren Consulting, Project Management of 2018 Pavement Maintenance Projects Phase 1 & 2CITY OF a PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is made and entered into as of ___ ~_--_1_1-+1~U-t~~?~-------- ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City''), and Curren Consulting ("Contractor"), a sole proprietor for Project Management of 2018 Pavement Maintenance Projects Phase 1 & 2 2. SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set fmth in detail in Scope of Services, attached here and incorporated as Exhibit A . 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on January 31, 2019 ("Contract Time"), unless te1minated earlier as provided herein. Contractor's Services shall begin on June 1, 2018 and shall be completed by January 31, 2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incmporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time . 4. COMPENSATION 4 .1 Maximum Compensation. City wi ll pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 48 300.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incmporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor 's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments . Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thilty (30) days of completion of Services, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. City Project Project Management of 2018 Pave ment Maintenance Projects Pha se 1 & 2 Professional/Con sulting Contracts /Vers ion : No v 16. 201 7 Pa ge I of8 5. INDEPENDENT CONTRACTOR 5.1 Sta t us . Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications. Contractor wan-ants on behalf of itself and its subcontractors that they have the qualifications and skills to perfonn the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor wan-ants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools , materials and equipment required to perform the Services under this Agreement. 5.6 Pa y ment of Ta xes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential infmmation owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City infonnation provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City infonnation as a reasonably prndent contractor would use to protect its own proprietary data . 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, repmt, map , plan, drawing, specification, data , record , document or other infom1ation or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the ex clusive property of the City and shall not be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent pe1mitted by Title 17 of U.S . Code, all Work Product arising out of thi s Agreem ent is considered "works for hire " and all copyrights to the Work Product will be the prope1ty o f City. Alternatively, Contractor assigns to City all Work Product copyrights . Contractor may use copies of the Work Product for promotion only with City 's written approval. City Project P roject Management of 20 18 Pavement Maintena nce Projects Phase 1 & 2 Projessional/Cons11 //ing Con tracts /Version: Nov 16. 20 17 Page 2 of8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authmized use of any third pruty intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepru·ed or created under this Agreement, to execute or implement any of the following: (a) The 01iginal Services for which Contractor was hired ; (b) Completion of the original Services by others; ( c) Subsequent additions to the original Services ; and/or ( d) Other City projeGts. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting p1inciples. The records must include detailed infmmation of Contractor's perfmmance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein~ directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupe1tino" will be displayed in all pieces of publicity, including flyers , press releases, posters, brochures, public service announcements , interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without piior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law , and except for loss es caused by the so le and active negligence or wi llful misconduct of City personnel, Contractor shall indemnify, defend and hold City Project Project Management of 2018 P avement Mainte na nce Projects Phase 1 & 2 Projess ional/Cons u/ting Contracts !Version : Nov I 6, 20 17 Page 3 of8 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 pe1formance of the Services; ( c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Unauthorized use or disclosure of City's confidential and proprietary Inf01mation; ( e) Claim of infringement or violation of a U.S. patent or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim , dispute or lawsuit arising out of this Agreement. 11.3 Contractor 's duties under this section are not limited to the Contract Price, workers' compensation payments, or the insurance or bond amounts required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 11.4. Contractor 's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement, a purchase order, or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory ce1tificates of insmance and endorsements evidencing the type , amount , class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor 's ability to perf01m . Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. City Project Project Management of 2018 Pavement Maintenance Projects Phase 1 & 2 Professional/Consulting Contracts !Version: Nov I 6, 20 17 Pa ge 4 of8 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws . 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws , including Government Code Sections 12900 and 11135, and Labor Code Sections 1735 , 1777 and 3077 .5 . Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor wan-ants 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 fmm 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 . 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or te1minating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Roger Lee as the City's representative for all purposes under this Agreement, with auth01ity to oversee the progress and pe1fonnance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval , Contractor assigns Paul CmTen ______ as its single Representative for all purposes under this Agreement, with autho1ity to ov ersee the progress and pe1fonnance of the Scope of Services. Contractor 's Project manager is responsibl e for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Perfo1mance. Contractor must regularly update the City 's Project Manager about the progress with the work or any delays , as required under the Scope of Se1vices. City written appro v al is required prior to substituting a new Representativ e. 15. ABANDONMENT OF PROJECT City may abandon or postpone th e Proj ect or paits there for at any time. Conh·actor will b e comp en sat ed for sati sfacto ry Se1v ices p erfo m1e d through th e date of abandonment, and w ill b e Ci ty Proj ect Proj ect Management of 2018 Pavement Mai nte na nce Projects Phase 1 & 2 Professional/Consulting Contracts !Version: Nov 16. 20 17 Page 5 of8 given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing , the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services . 16. TERMINATION City may terminate this Agreement for cause or without cause at any time . Contractor will be paid for satisfactmy Services rendered through the date of termination , but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Cow1 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 cow1. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration , the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action , fil es a complaint or cross-complaint, or pursues arbitration, appeal, or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties , and supersedes any other agreement(s) and understanding(s), either oral or w1itten, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Pai1y's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency betwe en the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail. City Project Project Management of 2018 Pavement Maintenance Projec ts Phase 1 & 2 Professional/Cons ulting Contracts /Vers ion : Nov 16, 2017 Page 6 of8 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either paity may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY If any te1m or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid , illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other te1ms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to ca1Ty out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is tenninated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal delive1y or the date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or ce1tified, or the next business day following electronic submission: To City of Cupertino To Contractor: Paul Curren -------------10300 Torre Ave., Cupertino CA 95014 214 Bodega Avenue, Petaluma, California 94952 Attention: Roger Lee -~-----------Attention : Paul Curren --------------Em ail: rogerl @cupertino .org Em ail: paul@curren .ws 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if (a) it complies with the pmchasing and contract provisions of Cupe1tino Municipal Code Chapters 3.22 and 3.23 , as amended from time to time , (b) is signed by the City Manager or an authorized designee, and ( c) is approv ed for fo1m by the City Attorney 's Office. C ity Projec t Project Management o f 20l 8 Pa vement Mainte nance P roj ects Ph ase I & 2 Professional/Consu lting Contracts /Vers io n: No v I 6. 20 I 7 Page 7 o f 8 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and a ll of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR By -4,,,.,,,c_~=-=-=:.__~-=-~~~ Name ~ UC... f<. C Utll.if..JelJ Title Oc..J-,~ /5~\.(t f,v>p,uc_7~tl I Date tf p.-•j 11 1 2'Dl3' Tax ID. No.: S5l.f --z, -A. I~~ VEDA~FORM: . M:/rr ATTE_S_T: . 1 ;/, --J_ ~µ GRACE SCHMIDT b ·/2 ,J J City Clerk CITY OF CUPERTINO A Municipal Corporation ~---- By ~LL Name 7 ~&-.' /c£ (') Title ~ //,?';tf /V , ;r(ll-c -"I 'Uue- /4./5~ f?lJ2ll1 E-~ 2--1 o . c>5 . 0 v\ °L u1J -Ci /1 City Project Project Management of 2018 Pavement Maintenance Projects Phase 1 & 2 Professiona/lC011sulti11g Con tra cts /Vers ion: Nov 16. 20 /7 Page 8 of8 EXHIBIT A SCOPE OF SERVICES The requirements for Basic Services are set forth in this Exhibit A, including general requirements and specific Tasks. The CONSUL TANT shall perform all services to the satisfaction of the City's Public Works Director or authorized agent. The CONSUL TANT shall perform all services under this agreement to the currently prevailing professional standards and quality found amount Project Managers of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. The CONSUL TANT shall coordinate with City Inspection/ quality control consultant Pavement Engineering, Inc. (PEI) all survey, inspection and material quality assurance as needed for the 2018 Pavement Maintenance Phase 1 Project (City Project No. 2018-101) and 2018 Pavement Maintenance Phase 2 (City Project No. 2019-102). The Consultant shall provide Project Management services for the PROJECT. Services include, but are not limited to: A. Pre-Construction Phase a . Timely review/comment & authorization of contract submittals as required by PROJECT. b. Attend and support pre-construction meeting with contractor i. Coordinate attendance of necessary PEI personnel c. Assist City designated Project Manager with quality control of materials and processes as required by PROJECT contract documents d. Files (both hard copies and electronic copies) containing the above along with communications, City instructions, and other project information will be maintained. e. Timely transmit information written and digital from to City designated Project Manager. f. Coordinate with PEI schedule and PEI resources needed to support Project requirements . B . Construction Phase: a. Attend and participate in field meetings b. Coordinate with CITY and PEI the timely tabulation of bid quantities as needed to review and recommend pay requests from contractor. c. Timely respond to Contractor and PEI questions in field d. Timely forward unresolved and/or disputed project /contractor issues to the City. e . Review and coordinate with City and PEI the implementation of the various traffic control plans submitted by the contractor f. Coordinate with City local resident and business concerns including access to driveways, maintenance of work areas, noise complaints and needs of temporary signage g. Report to City and/or PEI any questions or concerns that materially affect cost, quality, time, safety or relations with residents/ businesses. Curren Consulting 2018 Pavement Maintenance Phase 1 -Project No . 2018-101 2018 Pavement Maintenance Pha se 2 -Project No. 2019-102 Page 1 of 4 h . Files (both hard copies and electronic copies) containing the above along with communications, City Instructions, punch lists and other project information will be maintained i. Ability to act on behalf of the City during City staff absence . j. Ability to match City, PEI & Contractor work schedule, including work at night. k. Assist with daily inspection reports. I. At the direction of the Project Manager, collect and review material tags, test results and other records as required by Contract documents. C. Post-Construction Phase a. Complete and Coordinate with contractor and/or PEI the completion of punch list work items to facility City PROJECT acceptance Reference is made to Curren Consulting proposal dated March 31, 2018. Curren Consulting 2018 Pavement Maintenance Phase 1 -Project No . 2018-101 2018 Pavement Maintenance Phase 2 -Project No. 2019-102 Page 2 of 4 EXHIBIT B SCHEDULE OF PERFORMANCE This Schedule of Performance establishes the milestones for commencement and completion of the Tasks for Basic Services as specified in Exhibit A, Scope of Services. TASK# TASK DESCRIPTION 1 Pre-Construction Phase 2 Construction Phase 3 Post-Construction Phase Curren Consulting 2018 Pavement Maintenance Phase 1 -Project No . 2018-101 2018 Pavement Maintenance Phase 2-Project No. 2019-102 DURATION 2 weeks after Notice to Proceed for this Task 16 weeks after Notice to Proceed for this Task 4 weeks after Notice to Proceed for this Task Page 3 of 4 EXHIBIT C COMPENSATION Capitalized terms which are defined in the Agreement have the same meaning in this Exhibit C. This Exhibit C on Compensation supplements the provisions of Section 4 of the Agreement on Compensation, as further specified in Section 4 . 2. HOURLY COMPENSATION FOR ADDITIONAL SERVICES A. Hourly Rate Schedule. The City will compensate the Design Professional for satisfactory performance of duly authorized Additional Services which are subject to hourly billing, based on the hourly rate(s) set forth below, but subject to the compensation limits in Section 4 of the Agreement. The hourly rates are deemed to include all costs including, salary, wages, benefits, taxes, insurance, and the like paid to or on behalf of each individual providing the Services, and are also deemed to include profit, overhead , vehicle , equipment and supply costs and the like. The hourly rates do not include Reimbursable Expenses, which are addressed below and in Section 4 of the Agreement. These hourly rates will remain in effect for the Term of the Agreement unless changed by written amendment to the Agreement. Design Professional Hourly Rates: Principal $ 210 B. Reimbursable Expenses. The following are allowed Reimbursable Expenses for authorized Additional Services compensated on an hourly basis (time and expenses), subject to the compensation limits in Section 4 of the Agreement: • Individual or multiple document reproductions that exceed 50 pages • Drawing or bid set reproductions to the extent authorized by City • Special software required by City specifically for the Project, excluding standard software programs such as Microsoft Office suite applications (i.e. Word, Excel, PowerPoint, Project, etc .), Adobe Acrobat, or standard photo editing programs • Safety equipment required by City policy or the Project scope of services Curren Consulting 2018 Pavement Maintenance Ph ase 1 -Project No . 2018 -101 2018 Pavement Maintenance Ph ase 2-Project No . 2019-102 Page 4 of 4 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure p1ior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations , products and completed operations , contractual liability, and personal and adve1iising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured . 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and prope1iy damage. 3. Workers' Compensation: As required by the State of California , with Statutory Limits and -----,-,---'l.1:}1ployer' s Liability Insurance of no less than $1,000,000 per occurrence for 0 b~l ·nJury or~is_e:fl ~ Not required. Consultant has provided written verification of no employees<:"' ~ 4. Professional Liability for professional acts, e1Tors and omissions , as appropriate to Consultant 's ./ profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate . If written on a cl a ims made form : a . The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five (5) years after completion of the Services . c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy fonn with a Retroactive Date prior to the Contract E ffective Date, th e Consultant must purcha se "extended reporting" coverage for a minimum of five (5) years a fter completion of the Services. OTHER INSURANCE PROVISIONS The a for ementioned insurance sha ll b e endorsed and have a ll th e followin g co nditions and prov isions : Exh. D-Jn s ura nce R equirements fo r D es ig n P rof ess io nals & Con s ultan ts Co n tracts F o rm Up dat ed Feb. 201 8 1 Additional Insured Status The City of Cupe1tino , its City Council, officers , officials, employees , agents , servants and vo lunteers ("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant 's insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Prima,y Coverage Coverage afforded to City/Additional Insureds shall be primary insmance. Any insurance or self-insurance maintained by City, its officers , officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be ca nceled or allo w ed to expire, except with w1itten notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums . Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein . Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or el iminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses . The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements (or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract tem1 . Subconsultants Consulta nt shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies . Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the 1i ght to modify these insurance r equirements/coverage ba sed on the nature of the risk, prior experience , insurer or other special circumstances , with not less than ninety (90) days prior written notice . Exh. D-Jn sura n ce R equirements fo r D es ig n P rofess ion als & Con sultan ts Co nt racts Fo rm Updated F eb . 201 8 2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 05/30/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER. IMPORTANT : If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may requ ire an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Joerg Olson NAME : Sherzer & Associates Insurance Agency, Inc fj8N~n Ext\: (707)573-1010 I;~ Nol: (707)573-1243 110 Stony Point Rd, Suite 110 E-MAIL joerg@sherzer.com Santa Rosa , CA 95401 ADDRESS: License#: 0814729 IN SU RER(Sl AFFORDING COVERAGE NAIC# INSURER A: Sentinel Insurance Comoanv INSU RED INSURER B : MERCURY CASUAL TY COMPANY 38342 Paul Curren Admiral Insurance Comoanv INSUR ER C: OBA Curren Consulting INSU RE R D : ADMIRAL INSURANCE COMPANY 214 Bodega Ave INSURER E : Petaluma, CA 94952 IN SURER F : COVERAGES CERTIFICATE NUMBER: 00000000-1 36052 REVISION NUMBER: 11 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE IN SURED NAMED ABOVE FOR THE POLICY PERIOD INDICAT ED . NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIF ICAT E MAY BE ISSUED OR MAY PERTA IN , THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO AL L THE TERMS, EXC LUSIONS AND COND IT IONS OF SUCH POLICIES . LIMITS SHOWN MAY HAVE BEEN REDUC ED BY PAID CLAIMS. IN SR ADDL[SUBR POLICY EF F POLICY EXP LTR TYPE OF INSURANCE IN~n wun POLICY NUMBER /MM /D DIYYYYl /MM/DDIYYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY y y 57SBMBH7102 04/06/2018 04/06/2019 EACH OCCURRENCE s 2 000 000 -:=J CLAIMS-MADE [xJ OCCUR DAMAGE TO RENTED f--PREMISES /Ea occurrence\ s 1 000 000 -MED EXP (Any one person) s Included PERSONAL & ADV INJURY s NA - GEN'L AGG REG ATE LI MI T APPLIES PER: GENERAL AGGREGATE $ 4 000 000 ~ D PRO-D LOC PRODUCTS -COMP/OP AGG 4 000 000 POLICY JECT s OTHER: s B A UTOMOB ILE LIABILITY y y BA040000030384 11/08/2017 11/08/2018 COMB INED SINGLE LIMIT $ 1 000 000 /Ea accident} ~ A NY AUTO BODILY INJ URY (Per person ) s f-- OWNED -SCHEDULED AUTOS ONLY _X_ AUTOS BODILY INJURY (Per accident) S -HIRED NON-OWN ED PROPERTY DA MAG E AUTOS ONLY AUTOS ONLY {Per accident~ s f--f-- I s UMBRELLA LIAB H OCCUR EACH OCCURRENCE s - EXCESS LI AB CLAIMS-MADE AGGREGATE s DED I I RETENTION s s WORKERS COMPENSATION ·¥~.. . "-'· "-".;}"""· , mTUTE , I OTH- AN D EMPLOYERS' LIABILITY ·~ '""' '; cJ ER Y/N ANY PROPR IETOR/PARTNER/EXECUTIVE D N /A E.L. EAC H ACCIDENT $ OFF ICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes , describe under DESCRIPTION OF OPERATIONS below E.L. DI SEAS E -POLICY LIMIT s C Professional Liab. E0000030990-03 10/21/2017 05/25/2018 Per Claim/Aggregate 1 ,000,000 D Professiona Liab E0000030990 -03 05 /25/2018 10/21/2018 Per Cla im/Agregate $2 Mil/$2 Mil DESCRIP TI ON OF OPERATI ONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Engineering , consulting services are provided by Curren Consulting for: Project Management of 2018 Pavement Maintenance Project including Phase 1-2, and Concrete Support Services for the City of Cupertino. The City Of Cupertino , its City Council , boards and commissions , officers, employees and volunteers shall be named as an additional insured as indicated. See attached endorsements . •' CERTIFICATE HOLDER City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFO RE THE EXPI RATION DATE THERE OF, NOTICE W ILL BE DELIVERED IN ACCORDANCE WITH THE POLIC Y PROVISIONS. JTO © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Printed by JTO on May 30, 20 18 at 03:38PM v V V ti t/ 0 2 This Spectrum Policy consi sts of the Declarations, Coverage Forms , Common Policy Conditions and any 71 other Forms and Endorsements issued to be a part of the Policy. This insurance is provided by the stock BH insurance company of The Hartford Insurance Group shown below. SBM INSURER: SENT INEL INSURANCE COMPANY, L I MITED ONE HAR TFORD PLAZA, HARTFORD, CT 06155 COMPANY CODE: A Policy Number: 57 SBM BH7102 SC SPECTRUM POLICY DECLARATIONS PAUL R . CURREN, P E Named Insured and Mailing Address: (No., Street, Town, State, Zip Code) DBA; CURRE N CONSUL T ING 2 1 4 BODEGA AV E PETALUMA CA 94952 Policy Period: From 04/06/18 To 0 4/06/1 9 1 YEAR 12 :01 a.m ., Standard time at your mailing address shown above. Exception: 12 noon in New Hampshire . Name of Agent/Broker: $HERZER & ASSOCIATES INS AGCY INC Code: 11 0553 Previous Policy Number: 5 7 SBM BH7102 Named Insured is: IND I VI DUAL Audit Period: NON -AUD ITAB LE Type of Property Coverage: NONE Insurance Provided: In return for the payment of the premium and subje ct to all of the terms of this policy, we agree with you to provide insurance as stated in this policy. TOTAL ANNUAL PREMIUM IS: Countersign ed by Form SS 00 02 12 06 Process Date: 01/24/18 $500 MP Authorized Representative 01/24/18 Date Page 001 (CONTINUED ON NEXT PAGE) Policy Expiration Date : 04/06/19 PDF created with pdfFactory Pro trial version www.pdffactory.com SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BH71 02 Location(s), Building(s), Business of Named Insured and Sc hedul e of Coverages for Premises as designated by Number below . Location: 0 01 Building: 001 214 BODEGA AVE PETALUMA Description of Business: CA 94952 Engineers & Eng ineeri n g Servi ces Deductible: NO COVERAGE BUILDING AND BUSINESS PERSONAL PROPERTY LIMITS OF INSURANCE BUILDING BUSINESS PERSONAL PROPERTY REPLACEMENT COST PERSONAL PROPERTY OF OTHERS REPLACEMENT COST MONEY AND SECURITIES INSIDE THE PREM I SES OUTSIDE THE PREMISES Form SS 00 0212 06 Process Date : 0 1/24/18 NO COVERAGE NO COVERAGE NO COVERAGE NO COVERAGE NO COVERAGE Page 002 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 04/06/19 PDF created with pdfFactory Pro trial version www.pdffactory.com SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BH7102 BUSINESS LIABILITY LIABILITY AND MEDICAL EXPENSES MEDICAL EXPENSES -ANY ONE PERSON PERSONAL AND ADVERTISING INJURY DAMAGES TO PREMISES RENTED TO YOU ANY ONE PREMISES AGGREGATE LIMITS PRODUCTS-COMPLETED OPERATIONS GENERAL AGGREGATE BUSINESS LIABILITY OPTIONAL COVERAGES HIRED/NON-OWNED AUTO LIABILITY CYBERFLEX COVERAGE FORM SS 40 26 Form SS 00 02 12 06 Process Date : 01/24/18 LIMITS OF INSURANCE $2,000,000 $ 10,000 $2,000 ,000 $1 ,000 ,000 $4 ,000 ,000 $4 ,00 0,000 $2 ,000 ,000 Page 003 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 04/06/19 PDF created with pdfFactory Pro trial version www.pdffactory.com SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BH7102 BUSINESS LIABILITY OPTIONAL COVERAGES {Continued) UNMANNED AIRCRAFT LIABILITY FORM; SS 42 06 Form SS 00 02 12 06 Process Date: 01/24/18 LIMITS OF INSURANCE Page O 04 ( CONTINUED ON NEXT PAGE) Policy Expiration Date : 04/06/19 PDF created with pdfFactory Pro trial version www.pdffactory.com SPECTRUM POLICY DECLARATIONS (Continued) POLICY NUMBER: 57 SBM BH7102 ADDITIONAL INSUREDS: THE FOLLOWING ARE ADDITIONAL INSUREDS FOR BUSINESS LIABILITY COVERAGE IN THIS POLICY. LOCATION 001 BUILDING 001 TYPE PERSON ORGANIZATION NAME SEE FORM IH 12 00 TYPE OWNER, LESSEES OR CONTRACTORS NAME SEE FORM IH 12 00 Form SS 00 02 12 06 Process Date: 01/24/18 t ' Page 005 (CONTINUED ON NEXT PAGE) Policy Expiration Date: 04/06/19 PDF created with pdfFactory Pro trial version www.pdffactory.com SPECTRUM POLICY DECLARATION S (Continued) POLICY NUMBER : 57 SBM BH71 0 2 Form Numbers of Forms and Endorsements that apply: ss 00 01 03 14 ss 00 05 1 0 08 ss 00 08 ss 00 60 09 15 ss 00 6 4 09 16 ss 41 70 ss 01 21 03 17 ss 42 06 03 17 ss 04 38 ss 4 1 63 06 11 ss 05 06 03 1 4 ss 05 47 ss 50 04 06 04 ss 50 19 0 1 15 IH 99 40 04 06 09 09 04 ss 83 76 01 15 ss 89 93 07 16 ss 1 2 23 06 05 ss 00 45 12 11 ss 41 71 06 09 ss 40 26 03 1 5 ss 41 75 09 09 IH 99 41 04 11 IH 12 00 11 85 ADDITI ONAL I NSURED -PERSON-ORGANIZATI ON IH 12 00 11 85 ADDITIONAL INSURED -OWNER, LESSEES OR CONTRACTORS -SCHEDU LED PERSON OR ORGANIZAT I ON/ FORMSS4170 -COMPLETED OPERATIONS / FORM SS 4171 Page 006 06 11 17 15 09 Form SS 00 02 12 06 Process Date: 01/2 4 /18 Policy Expiratio n Date: 0 4 /06/19 PDF cr eated with pdfFactory Pro trial version www.pdffactory.com BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 3. Financial Responsibility Laws 4. Legal Action Against Us 5. Separation Of Insureds 6. Representations 7. Other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 08 04 05 15 15 16 16 16 16 16 17 18 18 20 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage . Read the entire policy carefully to determine rights , duties and what is and is not covered . Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance . The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured . Other words and phrases that appear in quotation marks have special meaning . Refer to Section G. -Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies . We will have the right and duty to defend the insured against any "suit" seeking those damages . However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply . We may , at our discretion , investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance ; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or seNices is covered unless explicitly provided for under Coverage Extension -Supplementary Payments . b. Th is insurance applies : (1) To "bodily injury" and "property damage" only if: Form SS 00 08 04 05 © 2005 , The Hartford (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insu red listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred , in whole or in part . If such a listed insured or authorized "employee" knew, prior to the policy period , that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period . (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have be en kno w n to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all. or any part , of the "bodily injury" or "property damage " to us or any other insurer; Page 1 of 24 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur . d. Damag es because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily inj ury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an . "occurrence", but only if: (a) The physician, dentist , nurse, emergency medical technician or paramedic is emp loyed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services . (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways ne xt 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 expe nses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to Page 2 of 24 examina tion, at our expense, by physicians of our choice as often as we reasonably require . b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for : (1) First aid administered at the time of an accident ; (2) Necessary med ica l , surgical, x -ray and dental services, including prosthetic devices; and (3) Necessa ry ambulance, hospital, professional nursing and funeral services . 3 . COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a . We will pay , with respect to any claim or "s uit" we investigate or settle , or any "suit" against an insured we defend: (1) All expenses we incur . (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any ve hi cle to which Business Liability Coverage for "bodily injury" applies . We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work . (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in co urt the part of the judgment that is within the applicable limit of insurance . Any amounts paid under (1) through (7) above will not reduc e the limits of insurance. Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured ; (3) The obligation to defend , or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee ; (5) Th e indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee ; and (6) The indemnitee: (a) Agrees in writing to : (i) Cooperate with us in the investigation , settlement or defense of the "suit"; (ii) Immed iately send us copies of any demands, notices , summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee ; and (iv) Cooperate with us with respect to coordinating oth er app licable insurance ava ilable to the indemnitee; and (b) Provides us with written authorization to : (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met , attorneys' fees incurred by us in the defense of that indemnitee , necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request w ill be paid as Supplem entary Payments . Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Ex clusions, 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 ex penses as Suppl ementary Pa y ments 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 describ ed in Paragraph (6) above , are no longer met B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to : a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expe cted or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the ex pectation of inflicting "personal and advertising injury ". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "P ersonal and adv ertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the ab sence of the contract or agreement ; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM {b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: { i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and {ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged . c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alco holic beverages to a person under the legal drinking age or under the influence of alcohol ; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages . This exclusion applies only if you are in the business of manufacturing , distributing, selling , serving or furnishing alcoholic beverages . d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law . e. Employer's Liability "Bodily injury" to : (1) An "employee" of the insured arising out of and in the course of: {a) Employment by the insured; or Page 4 of 24 {b) Performing duties related to the conduct of the insured 's business, or (2) The spouse, chi ld , parent, bro th er or sister of that "employee" as a consequence of (1) above . This exc lusion 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 . Thi s exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal , seepage, migration , release or escape of "pollutants": {a) At or from any premises , site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: {i) "Bodily injury" if sustained within a building and caused by smoke , fumes, vapor or soot produced by or originating from equipment that is used to heat , cool or dehum idify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests ; (ii) "Bodily injury" or "property damage" for which you may be held liabl e, if you are a contractor and the owner or lessee of such premises , site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or lo cation and such premises, site or location is not and never was owned or occupied by, or rented or loan ed to , any insured , other than that additional insured ; or Form SS 00 08 04 05 (iii} "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b} At or from any premises , site or location which is or was at any time used by or for any insu red 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 d irectly 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 w ith 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 Form SS 00 08 04 05 electrical , hydraulic or mechanical functions necessary for the 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 BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured , contractor or subcontractor ; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases , fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii} "Bodily injury" or "property damage" 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 , mon itor , clean up , remove , contain , treat , deto xify 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 authority for damages because of testing for , monitoring , cleaning up, removing , containing , treating , detox ifying or neutralizing , or in any way responding to, or assessing the effects of, "pollutants". However , th is 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 requirem e nt , 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 "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring , employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustrnent to others of any aircraft , "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is : (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership , maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.{3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew . However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary , excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured ; or Page 6 of 24 (2) The use of "mobile equipment" in , or while in practice or preparation for, a prearranged racing , speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused , arising, directly or indirectly, out of: (1) War , including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion , revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these . j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to : (1) Legal , accounting or advertising services; (2) Preparing , approving, or failing to prepare or approve maps, shop drawings, opinions, reports , surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming ; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing , preparation, fitting .demonstration or distribution of ophthalmic lenses and similar products ; (9) Any : (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin ; and (c) Similar services ; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. -Coverages . k . Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair , replacement , enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises ; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this 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 hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations 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 "impaired property" or property that has not been physically injured , arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms . This ex clusion 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 lo ss, 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 electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods , products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or servi ces ; (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 slogan is also a trademark , trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is : {a) Advertising , broadcasting , publishing or telecasting; {b) Designing or determining content of web sites for others; or {c) An Internet search , access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. - Liability And Medical Expenses Definitions . For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site , by itself, is not considered the business of advertising, broadcasting , publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns , or over which the insured exercises control ; (10) Arising out of the unauthorized use of another's name or product in your e-mai l address, domain name or metatags, or any other similar tactics to mislead another's potential customers; ( 11) Arising out of the violation of a person's right of privacy 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) Pla cing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information , code, sounds, 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 site; Form SS 00 08 04 05 (13) Arising out of a viol ation 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 direct ion of any "e xecutive 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) Employ ment-related practices , policies , acts or omissions, such as coercion , demotion , evaluation, reassignment , discipline, defamation , harassment , humiliation or discrimination directed at that person ; or (2) The spouse , child, parent , brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. Th is 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 someo ne 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, settlem ents, loss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened 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 , deto x ify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring , cleaning up , removing , encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate : (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law ; (2) The CAN-SPAM Act of 2003 , including any amendment of or addition to such law; or (3) Any statute , ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information . Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or ex plosion to premises rented to you or temporarily occupied by you with permission of the owner . A separate Limit of Insurance applies to this coverage as described in Section D. -Liability And Medical Expens es Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies . d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily inj ury " 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 busin ess of which you are the sole owner . b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers . d. An organization other than a partnership , joint venture or limited liability company, you are an insured . Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors . Your stockholders are also insureds , but only with respect to their liability as stockholders. Page 10 of24 e. A trust , you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees . 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either yo ur "exec utive 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 "pe rsonal and advertis ing injury": (a) To you , to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child , parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1 )(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services . If you are not in the business of providing professional health care services , Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property : (a) Owned, occupied or used by, Form SS 00 08 04 05 (b} Rented to , in the care , custody or control of, or over which physical control is being exercised for any purpose by you , any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company}. b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"}, or any organization while acting as your real estate manager . c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die , but only: (1) With respect to liability arising out of the maintenance or use of that property ; and (2) Until your legal representative has been appointed . d. Legal Representative If You Die Your legal representative if you die , but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the ex haustion of its limits of insurance . 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form , other than a partnership , joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a . Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier ; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred ; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4 . Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law , any person is an insured while driving such equipment along a public highway with your permission . Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment , and only if no other insurance of any kind is available to that person or organization for this liability . However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by , rented to , in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge , any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured , but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability . However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b . "Property damage" to property owned by , rented to , in the charge of or occupied by you or the employer of any person who is an insured under this provision . 6. Additional Insureds When Required By Written Contract, W r itten Agreement Or Permit The person(s) or organi za ti o n(s) identifi ed in Parag raph s a. through f. be low are additional ins ured s w he n you ha ve ag reed, in a w ritte n Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract , written agreement or because of a permit issued by a state or po litical subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement , or the issuance of the permit. A person or organ iz ation is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additio nal insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions : Page 12 of 24 This insurance does not apply to : (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement ; (b) Any express warranty unauthorized by you ; (c) Any physical or chemical change in the product made intentiona lly by the vendor; (d) Repackaging , except when unpacked solely for the purpose of inspection , demonstration, testing , or the substitution of parts under in structions from the manufacturer , and then re packaged in the original container; (e) Any failure to make such inspections , adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in co nnection with the distribution or sale of the products ; (f) Demonstration , installation , servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which , after distribution or sale by you, have been labeled or relabeled or used as a container , part or ingredient of any other thing or substance by or for the vendor ; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to : (i) The excep tions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products . (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into , accompanying or containing such products . b. Lessors Of Equipment (1) Any person or organization from whom you lease equ ipment ; but only with respect to their liability for "bodi ly injury", "property damage" or "personal and advertising injury" caused , in whole or in part , by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership , maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to : (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations , new construction or demolition operations performed by or on behalf of such person or organization . d. Architects, Engineers Or Surveyors ( 1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including : (a) The preparing, approving, or failure to prepare or approve, maps , shop drawings, opinions , reports , surveys , field orders , change orders, designs or drawings and specifications; or (b) Supervisory , inspection, architectural or engineering activities . Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision , but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds , this insurance does not apply to : (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality ; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you ; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured ; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing , approving , or failure to prepare or approve , maps, shop drawings , opinions, reports, surveys, field orders , change orders , designs or drawings and specifications; or (b) Supervisory , architectural activities. or inspection , engineering The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance . How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insuran ce shown in the Declarati ons and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought ; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" inc luded in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses , is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street , roadway or right-of-way of a railroad . Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion . 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the De clarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations . 4. Personal And Advertising Injury Limit Subject to 2.b. above , the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. · Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event , whether such damage results from fire, lightning or explosion or any combination of these . 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations . Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section . Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insuran ce of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations , unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part . 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include : (1) How , when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured Yo u and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation , settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will, except at that insured's own cost voluntarily make a payment , assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity . However , this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to : (1) You or any additional insured that is an individual ; (2) Any partner , if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust ; or (6) Any ele cted or appointed official , if you or an additional insured is a political subdivision or public entity. Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law , the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law . b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability , uninsured motorists , underinsured motorists , no-fault or other coverage required by any motor vehicle law . We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with . A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance . An agreed settlement means a settlement and release of liability signed by us , the insured and the claimant or the claimant's legal representative . 5. Separation Of Insureds Except with respect to the Limits of Insurance , and any rights or duties specifically assigned in this policy to the first Named Insured , this insurance applies: a. As if each Named Insured were the only Named Insured ; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree : (1) The statements in the Declarations are accurate and complete ; (2) Tho se statements are based upon representations you made to us ; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If un intentional ly you should fail to disclose all hazards relating to the conduct of your bus iness at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure . 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies . If other insurance is also primary , we will share with all that other insurance by the method described in c. below . b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary , excess, contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage , Builder's Risk , Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occup ie d by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage " to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft , "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages . (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages . Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which yo u have been added as an additional insured by that insurance ; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured . However , the following provisions apply to other insurance available to any person or organization who is an additional in sured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract , written agreement or permit that this insurance be primary . If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contrac t, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance . Paragraphs (a) and (b) do not apply to other insurance to whic h the additi ona l insured has been added as an additional insured . When this insuranc e 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 entitl ed 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 a'nd 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 Exces s Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part . c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also . Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains , whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits . Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment , including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request , the insured will bring "suit" or transfer those rights to us and help us enforce them . This condition does not apply to Medical Expe nses 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 Paymen ts, we have made under this Coverage Part, we also waive that right , provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage . Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations , one or more of the following Optional Additional Insured Coverages also apply . When any of these Optional Additional Insured Coverages apply, Paragraph 6 . (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured , does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy , ex cept as provided below : 1. Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations ; or b. In connection with your premises owned by or rented to you . 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership , maintenance or use of that part of the premises leased to you and shown in the Declarations . b. With respect to the insurance afforded to these additional insureds , the following additional ex clusions apply : This insurance does not apply to : (1) Any "occurrence" which takes place after you cease to be a tenant in that premises ; or (2) Structural alterations, new Page 18 of 24 construction or demolition operations performed by or on behalf of su ch person or organization . 3. Additional Insured -Granter Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liabil ity as grantor of franchise to you. 4. Additional Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your maintenance , operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other · Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased , but only w ith respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply : This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations , new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured -State Or Political Subdivision -Permits a . WHO IS AN INSURED under Section C. is amended to in clude as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or 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 Declarat ions as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to : (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you ; (c) Any physical or chemical change in the product made intentionally by the vendor; ( d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration , testing , or the substitution of parts under instructions from the manufa ctu rer, and then repa ckaged in the original container ; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspect ion s , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products ; (f) Demonstration , installation , servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relab eled or used as a container , part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf . However, this exclusion does not apply to : (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to ma ke in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container , entering into, accompanying or containing such products . 8. Additional Insured -Controlling Interest WHO IS AN INSURED unde r Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner , Lessees Or Contractors , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With resp ect to the insurance afforded to these additional insureds , this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural , engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve , maps, shop drawings, opinions, reports, surveys , field orders, c hange orders, designs or drawings and specifications ; or (2) Supervisory, inspection , architectural or engineering activities. 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional In sured -Co- Owner Of Insured Premises, but only with respect to th eir liability as co-owner of the premises shown in the Declarations . Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. -Lim its 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 Gen eral Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio ; (2) Television ; (3) Billboard; (4) Magazine ; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for t he purposes of inducing th e sale of goods , products or services; or c . Any other publication that is given widespread public distribution. However, "advertisement" does not include: a . The design, printed material, information or images contained in , on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network . 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4 . "Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads , including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury ; b. Sickness; or c. Disease sustained by a person and , if arising out of the above, mental ang uish o r death at any time. 6. "C overage territory" means : Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada ; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above ; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above ; (2) The activities of a person whose home is in the territory described in a. above , but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (in cluding its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory , or in a settlement we agree to . 7. "Electronic data" means information , facts or programs: a. Stored as or on ; b. Created or used on ; or c. Transmitted to or from computer software , including systems and applications software , hard or floppy disks, CD-ROMS, tapes, drives , cells , data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive offi cer" means a person holding any of the officer positions created by your charter, constitution , by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work ", that cannot be used or is less useful because : a. It incorporate s "your product" or "your work" that is known or thought to be defecti ve, 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 agre ement ; 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 Ex penses Limits of Insurance . b. A sidetrack agreement ; c. Any easement or li cense agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation , as required by ordinance , to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bod ily injury" or "property damage" to a third person or or,ganization, 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 includ e 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 , arch ite ctural or engineering activ ities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of you r business . "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft , watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading, or unloading" does not include the movement of property by means of a mechanical device , other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles , including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles , whether self-propelled or not, on which are permanently mounted: Page 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 vehic les with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for : (a) Snow removal; (b) Road maintenance , but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors , pumps and generators, including spraying, welding, building cleaning, geophysical exploration , lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form SS 00 08 04 05 c. The wrongful eviction from , wrongful entry into, or invasion of the right of private occupancy of a room , dwelling or premises that th e 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 re sults 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 , vapo r, soot , fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled , reconditioned or reclaimed . 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Produ cts that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed . (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site . (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service , ma intenance , correction, repair or replacement , but which is otherwise complete , will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling , handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property , unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you , and that condition was created by the "loading or unloading" of that vehicle by any insured ; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physi ca l 1nJury to tangible property, including all resulting loss of use of that property . All such loss of use shall be deemed to occur at the time of the physical injury that caused it ; or b. Loss of use of tangible property that is not physically injured . All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition , "electronic data" is not tangible property . 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes : a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temp orary wo rker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; 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. Includes : (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold . 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations . b. Includes: (1) Warranties or representations made at any time with respect to the fitness , quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form SS 00 08 04 05 Policy Number: BA 0400000 3 0 3 84 Effective Date : 11/17/2017 A MERCURY _.,_. INSURANCE Amended Declarations: Multiple Reasons This policy change has resulted in an additional premium of $886.00 This declarations supersedes any previous declarations bearing the same number for this policy period BUSINESS AUTO DECLARATIONS For resolving issues or other information you can contact your agent or Mercury using the below phone numbers : Issued By: California Automobile Insurance Company P.O. Box 10730 Santa Ana, CA 92711-0730 Billing: (888) 637-2176 Claims: (800) 503-3724 Agent: SHERZER & ASSOCIATES 110 STONY POINT RD STE 120 SANTA ROSA, CA 95401 Agent Number: 045496 Agent Phone: (707) 782-1010 ! ITEM ONE GENERAL INFORMATION Named Insured: PAUL CURREN Mailing Address: 214 Bode ga Ave , Petaluma , CA 94952 -2609 Policy Period: From 11/08/2017 to 11/08/2018 at 12:01 AM Standard Time at your mailing address Business Type: Consultant Business Category: Services Form of Business: Individual/Sole Proprietorship Total Policy Premium: $3,006.52 This policy may be subject to final audit. In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. ENDORSEMENTS ATIACHED TO THIS POLICY IL 00 17 11 98 -Common Policy Conditions IL 00 21 09 08 -Nuclear Energy Liability Exclusion IL 00 03 09 08 -Calculation of Premium CA 00 0110 13 -Business Auto Coverage Form CA 01211013 -Limited Mexico Coverage CA 0143 05 17 -California Changes IL 02 70 09 12 -California Changes -Cancellation and CA 23 94 10 13 -Silica or Silica Related Dust Exclusion IL N 119 10 15 -California Auto Body Repair Consumer Bill of M CA85100817 -CA -Mercury Broadening Endorsement MCA650CW1215 -T r ansportation Netw o r k and Livery CA 04 25 10 13 -Cal ifornia Individual Named Insured MCANONFAC0516 -Permanently Attached Non-Factory CA 2154 10 13 -California Uninsured Motorists Coverage - CA 215510 13 -California Uninsured Motorists Coverage - CA 03 05 10 13 -California Changes -Waiver of Collision CA 04 24 10 13 -California Auto Medical Payments Coverage CA 99 23 10 13 -Rental Reimbursement Coverage MCA86100617 -Roadside Assistance Coverage CA 99 44 10 13 -Loss Payable Clause MCADS030817-CA Page 1 of 4 11/17/201712:01 AM PT Policy Number: Effective Date : BA040000030384 11 /17/2017 .A M E RCURY -"""'~ INSURANCE I ITEM TWO SCHEDULE OF COVERAGES AND COVERED AUTOS This policy provides only those coverages where a charge is shown in the premium column below. Each of these coverages will apply only to those "autos" shown as covered "autos". "Autos" are shown as covered "autos" for a particular coverage by the entry of one or more of the symbols from the Covered Autos Section of the Business Auto Coverage Form next to the name of the coverage. Coverages Coverage Limit Premium Symbol The Most We Will Pay For Any One Accident Or Lo ss Liability 7 $1,000,000 CSL $1,377 Medical Payments 7 $5 ,000 per person $70 Uninsured Motorists Bodily 7 $1,000,000 CSL $394 Injury Uninsured Motorists Property Damage Actual Cash Value Or Cost Of Repair, Whichever Is Less , Minus Deductible Shown in ITEM THREE For Each Covered Comprehensive 7 Auto, But No Deductible Applies To Loss Caused By Fire $189 Or Lightning . See ITEM FOUR For Hired Or Borrowed Autos . Actual Cash Value Or Cost Of Repair, Whichever Is Less, Specified Causes of Loss Minus Deductible Shown in ITEM THREE For Each Covered Auto For Loss Caused By M i schief Or Vandalism . See ITEM FOUR For Hired Or Borrowed Autos. Actual Cash Value Or Cost Of Repair, Whichever Is Less , Collision 7 Minus Deductible Shown in ITEM THREE For Each Covered $686 Auto. See ITEM FOUR For Hired Or Borrowed Autos. Premium For ITEM FOUR (Hired Auto Coverage) Premium For ITEM FIVE (Non-Ownership Liability) Premium For Endorsements $287.00 Miscellaneous Fees and Expense California Consumer Services and Fraud Program Fees $3.52 Total Policy Premium $3,006.52 MCADS0 30817 -CA Pa ge 2 of 4 Policy Number: Effective Date: BA040000030384 11/17/2017 .A MERCURY ~~ INSURANCE ITEM THREE SCHEDULE OF COVERED AUTOS YOU OWN Covered Description Body Type VIN Garaging Auto No. City ST Zip Code 1 2014 FORD FUSION Private Passenger 3FA6POLU6ER398221 PETALUMA CA 94952 3 2018 HONDA RIDGELINE RTL Pickup 5FPYK3F62JB006306 PETALUMA CA 94952 Covered Radius (In Miles) Vehicle Use Business Use *Stated Amount Non-Factory Loss Payee Auto No. Equipment Limit 1 Up to 200 Miles Personal & Business Service FORD MOTOR 3 Up to 100 Miles Personal & Business Service * Stated Amount coverage lists your vehicle's actual cash value, including the actual cash value of any Non-Factory Equipment permanently attached to the vehicle that you disclose to us, and is the most we will pay for a loss . Non-Factory Equipment coverage is subject to a sub-limit shown on the Declarations. Be su re to check the Stated Amount and Non-Factory Equipment sub-limit at every renewal in order to receive the best value from your Mercury Business Auto policy. COVERAGES, PREMIUMS, LIMITS, AND DEDUCTIBLES (Absence of a deductible or limit entry in any column below means that the limit or deductible entry in the corresponding ITEM TWO column applies instead.) Covered Auto Medical UM Bodily Injury UM Property Comprehensive Liability Premium Payments Damage Auto No. Premium Premium Premium Deductible Premium 1 $540 $17 $173 $250 $73 3 $837 $53 $221 $250 $116 Specified Causes Of Loss Collision Roadside Assistance Covered CDW Limit Per Auto No. Deductible Premium Deductible Premium Premium Premium Occurrence 1 $500 $366 $8 $100 per $20 3 $500 $320 $8 $100 per $20 Covered Rental Reimbursement Auto Loan/Lease Audio, Visual, & Data Equipment Total Vehicle Auto No. Maximum Payment Premium Gap Premium Limit Premium Premium Each Covered Auto 1 $30 per day/30 days $28 $1,225.00 3 $30 per day/30 days $28 $1,603.00 MCADS030817 -CA Page 3 of 4 Policy Number: Effective Date : BA040000030384 11/17/2017 .A MERCURY ~~ INSURANCE TOTAL PREMIUMS Liability $1,377 Medical Payments $70 Uninsured Motorists Bodily Injury $394 Uninsured Motorists Property Damage Collision Deductible Waiver $16 Comprehensive $189 Specified Causes of Loss Collision $686 Roadside Assistance $40 Rental Reimbursement $56 Loan/Lease Gap Audio, Visual and Data Electronic Equipment I ITEM FOUR SCHEDULE OF HIRED OR BORROWED COVERED AUTO COVERAGE AND PREMIUMS Cost of hire means the total amount you incur for the hire of "autos" you don't own (not includ ing "a utos" you borrow or rent from your partners or "employees" or their family members). Cost of hire does not include charges for services performed by motor carriers of property or passengers. Estimated Liability Coverage Physical Damage Coverage Total ITEM Annual FOUR Cost Of Hire Premium Limit Of Insurance Premium Premium Actual Cash Value Or Cost Of Repair , Whichever Is Less, Minus $500 Deduct i ble For Each Covered Auto. ITEM FIVE SCHEDULE FOR NON-OWNERSHIP LIABILITY Number Of Employees (Including Volunteers) Total ITEM FIVE Premium ADDITIONAL INFORMATION Discounts • Pay in Full • Multi-Line Driver Information Listed Drivers Excluded Drivers PAUL CURREN SHERYL CURREN Other Endorsements Premium Broadening Endor se ment $175 MCADS0 308 17-CA Page 4 of 4 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Business Auto Broadening Endorsement This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II. EMPLOYEES AS INSUREDS Ill. AUTOMATIC ADDITIONAL INSURED IV. EMPLOYEE HIRED AUTO LIABILITY V. SUPPLEMENTARY PAYMENTS VI. FELLOW EMPLOYEE COVERAGE VII. ADDITIONAL TRANSPORTATION EXPENSE VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE X. LOAN/LEASE GAP COVERAGE XI. GLASS REPAIR -DEDUCTIBLE WAIVER XII. TWO OR MORE DEDUCTIBLES XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO -COVERAGE TERRITORY XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH Copyright 2017 Mercury Insurance Services, LLC. All rights reserved. MCA85100817-CA Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 1 of 6 BUSINESS AUTO COVERAGE FORM ,. NEWLY ACQUIRED OR FORMED ENTITY (Broad Form Named Insured) SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: d. Any business entity newly acquired or formed by you during the pol ic y period provided you own 50% or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. Coverage does not apply to an "accident" which occurred before you acquired or formed the organization. II. EMPLOYEES AS INSUREDS SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added: e. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. Ill. AUTOMATIC ADDITIONAL INSURED SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured , the following is added: f. Any person or o r ganization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. IV. EMPLOYEE HIRED AUTO LIABILITY SECTION II -LIABILITY COVERAGE, A. Coverage, 1. Who Is An Insured, the following is added : g. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business . V. SUPPLEMENTARY PAYMENTS SECTION II -LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions , a. Supplementary Payments, Subparagraphs (2) and (4) are replaced by the following : MCA85100817-CA (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds . (4) All reasonable exp enses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because oftime off from work. Copyright 2017 Mercury Insurance Services, LLC. All r igh t s reserved . Includes copyrighted material of Insurance Services Office, Inc., with its Permission Page 2 of6 VI. FELLOW EMPLOYEE COVERAGE: SECTION II -LIABILITY COVERAGE , B. Exclus ions , 5 . Fellow Employee This exclusion does not apply if you have workers' compensat ion insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance . VII. ADDITIONAL TRANSPORTATION EXPENSE SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extens ions , a. Transportation Expenses, is replaced with the following: We will pay up to $50 per day to a maximum of $1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's ex piration, when the covered "auto" is returned to use or we pay for its "loss". If your business shown in the Declarations is other than an auto dealership, we will also pay up to $1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location. VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, the following is added : c. If Liability Coverage is provided in this policy on a Symbol 1 or a Symbol 8 basis and Comprehensive, Specified Causes of Loss, or Coll ision coverages are provided under this cove r age form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire, subject to the following limit: (1) The most we will pay for "loss" to any hired "auto" is $50,000 or Actual Cash Value or Cost of Repair, whichever is less (2) $500 deductible will apply to any loss under this coverage extension , except that no deductible shall apply to "loss " caused by fire or lightning Subject to the above limit and deductible we w i ll provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance . IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. Co py righ t 2017 M ercu ry In surance Servi ces, LLC. All r ights rese rve d. M CA8 51 00817-C A In cl ud es copyrigh ted materi al of In sura nce Se rv ices Office, In c., w it h its Perm iss io n Page 3 of 6 X. LOAN/LEASE GAP COVERAGE SECTION Ill -PHYSICAL DAMAGE COVERAGE C. Limit of Insurance, the following is added: 4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less: a. The amount paid under the Physical Damage Coverage Section of the b. policy; and Any: (1) (2) (3) (4) Overdue lease/loan payments at the time of the "loss"; Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. Security deposits not returned by the lessor; Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. The most we will pay under Auto Loan/Lease Gap Coverage for an insured auto is 25% of the actual cash value of that insured auto at the time of the loss. XI. GLASS REPAIR -DEDUCTIBLE WAIVER SECTION Ill -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. XII. TWO OR MORE DEDUCTIBLES SECTION Ill -PHYSICAL DAMAGE COVERAGE, D. Deductible, the following is added: If two or more "company" policies or coverage forms apply to the same accident: 1. If the applicable Business Auto deductible is the smallest, it will be waived; or 2. If the applicable Business Auto deductible is not the smallest, it will be reduced by the amount of the smallest deductible; or 3. ·1f the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived. For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies. XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim, Suit, Or Loss, a., In the event of "accident", you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insu ranee manager, if you are a corporation . Copyright 2017 Mercury Insurance Services, LLC . All rights reserved. MCA85100817-CA Includes copyrighted material of In surance Services Office, Inc., with its Permi ssio n Page4of6 XIV. WAIVER OF SUBROGATION SECTION IV -BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such contract. The waiver applies only to the person or organization designated in such contract. XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV -BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation, or Fraud, the following is added: Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE SECTION IV -BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following: b. For Hired Auto Physical Damage Coverage, the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2. Any covered "auto" hired or rented by your "employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV-BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary: MCA85100817-CA e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured . Copyright 2017 Mercury Insurance Services, LLC. All rights reserved . Includes copyrighted material of Insurance Services Office, Inc ., with its Permission Page 5 of 6 XVIII. HIRED AUTO -COVERAGE TERRITORY SECTION IV -BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following: e. Anywhere in the world if: (1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V-DEFINITIONS, C. "Bodily Injury" is amended by adding the following: MCA85100817-CA "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness, or disease. Copyright 2017 Mercury In suranc e Services, LLC. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc ., wi th its Permis sion Page 6 of 6 Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID AWARDED TO: Cult.lt.J.::N UIIISQL"fUd &. , hereinafter "Organization" For the purpose of inducing the City of Cupertino ("City") to enter into any contracts with Organization, or to go forward with any contracts awarded to Organization, I declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers' compensation and labor laws in the State of California. This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof, the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City. If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees, then the Organization shall require its subcontractor to obtain workers' compensation insurance coverage. In the alternative, the Organization shall obtain workers' compensation insurance coverage on behalf of the subcontractor's employees. This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization. The Organization shall defend, indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages, injuries, fees including attorney fees, costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. AUTHORIZED RESPRESENTATIVE Revised, 01.05.18