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18-126 Trail head Cyclery, Inc., Maintenance of Cupertino City Bike Fleet Bicycles and E-BikesCITY OF fl SERVICES AGREEMENT ($5,000 OR LESS) CUPERTINO 1. Parties. This Agreement ("Agreement") is made and entered into as of_J_un_e_2_5~2_0-'1_8~----- ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City") and Trail Head Cyclery, Inc. 14390 Union Ave San Jose , CA 95124 ("Contractor"), a--'C'-o'-'r-"-p-'-o-'ra-'t-'io_n _______ _ 2. Services. Contractor agrees to provide the programs, classes or activities ("Services") set forth in detail in the Scope of Services, attached and incorporated here as Exhibit A. 3. Time of Performance. This Agreement begins on the Effective Date and ends on June 30 , 2020 ("Contract Time"), unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A. Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4. Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based upon actual costs but that will be capped so as not to exceed $--'-5_,_0C....CO--'-O ______ _ ("Contract Price"), based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. Upon City approval of written invoices, Contractor will be paid as follows: (ch eck one; cross out others): D A lump sum amount of$ which shall not exceed the Contract Price. D At the rate of$ per hour for a total not to exceed the Contract Price. Ill Based on the payment schedule included or attached to Exhibit A which shall not exceed the Contract Price. -5. Independent-eontractor. Contractoris~an irrdependent~contractorarrd~not an employee~p~artrreT~<Yr joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, workers compensation or other benefits from the City . Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 6. Assignment. This Agreement is not assignable . Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services . Program Bik e Fle e t Services Agreement ($5,000)/Rev. May 22 , 2018 Page 1 of 6 7. Indemnification. To the fullest extent allowed by la w and except for losses caused b y the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend , and hold harmless City, its City Council , boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages , claims , actions, causes of action, demands , charges, losses , costs and expenses (including attorney fees , legal costs .and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; ( c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; Contractor must pay any costs City may incur in enforcing this provision and must accept a tender of defense upon receiving notice from City. Contractor's payments may be deducted or offset to cover any money the City lost due to a claim or counterclaim arising out of this Agreement. 8. Insurance. Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit B , and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 9. Compliance with Laws . Contractor shall comply with all laws and regulations applicable to this Agreement, included without limitation the following laws : Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. -------------+ D Sole Proprietor. If Contractor is a sole proprietorship/individual, it must sign the Affidavit of No Employees included in this Agreement. Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status , pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077 .5 . Consistent with City policy, Contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person, by Contractor or Contractor's employees or sub-contractors will not be tolerated. Pro gram Bike Fl eet Service s Agreement ($5,000)/Rev. May 22, 2018 Page 2 of 6 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 10. Abandonment. City may abandon or postpone the Project at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment. 11. Termination. City may terminate this Agreement for cause or without cause at any time. City reserves the right to terminate the Agreement and the remainder of the Services offered by Consultant without notice based upon Contractor's cancellation of a Service (i.e., program, class or activity) without giving advance notice or obtaining written approval from City. 12. Governing Law. This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 13. Entire Agreement. This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement or understanding, either oral or written, between the Parties. Any changes to this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. Each provision and clause required by law for this Agreement is deemed to be inserted and will be inferred herein. 14. Services Coordinator . The Parties designate the following persons as Services Coordinators for this Agreement. Contractor's designation and any substitution are subject to City approval. For Contractor: Trail Head Cyclery, Inc 14390 Union Ave San Jose, CA 95124 Name Lars Thomsen Position Captain Contact Program Bike Fleet For City: City of Cupertino 10300 Torre Ave Cupertino ,CA 95014 Name Misty Mersich Position Sustainability Manager Contact Services Agreement ($5,000)/Rev. May 22, 2018 Page 3 of 6 15. Contract Interpretation. There are no intended third party beneficiaries of this Agreement. Neither acceptance of the Services nor payment therefor shall constitute a waiver of any contract provision . City's waiver of a breach shall not constitute waiver of another provision or breach . The headings in this Agreement are for convenience only . The Indemnification and Governing Law sections expressly survive this Agreement. 16. Severability. If a term or provision of the Agreement or its application to a particular situation is found by the court to be void, invalid, illegal or unenforceable, such term/ provision shall remain in effect to the extent allowed by such ruling . All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 17. Notices. All notices, demands, requests and approvals must be sent to the persons below in writing, and will be considered effective on the date of personal delivery, upon confirmation of delivery by a reputable overnight delivery service, on the fifth calendar day after deposit thereof in the United States Mail, postage prepaid , registered or certified, or the next business day following electronic submission: To City of Cupertino: 10300 Torre Ave ., Cupertino, CA 95014 Attention: Misty Mers ich Email: mi stym@ cupe rtino .org To Contractor: Trail Head Cy clery 14390 Uni o n Ave San Jo se , CA 95124 Attention: Lars T hom se n -~~~---------- Email: la rs@trailheadcy cl e ry .com 18. Validity of Contract. This Agreement is valid and enforceable only if (a) it complies with the contract provisions of Cupertino Municipal Code Sections 3.22 and 3.23, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office . 19. Execution. Contractor's signatory warrants that he or she is authorized to execute the Agreement and to legally bind Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. Program Bike Fl ee t Services Agreement ($5 ,000)/Rev. May 22, 2018 Page 4 of 6 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the Effective Date written above. CONTRACTOR Trail Head Cyclery, Inc. 14390 Union Ave SanJose,CA95124 ~~. By: ~'lj§~-. Name: Lars Thomsen Title: Captain Tax I.D. No.: 77-0584535 -------- CITY OF CUPERTINO A Municipal Corporation Name: Misty Mersich Title: Sustainability Manager APP ED AS TO FORM: <;), /; J/3f1 t if~ ) . n 1 ·t-f?-C 1 &-I ~J&j 5 Cupertino Acting City Attorney ::TES ~~ltf GRACE SCHMIDT, City Clerk -, f p- 1 -7 , 0 Program _B_ik_e F_I_ee_t ___________________________ _ Services Agreement ($5,000)/Rev. May 22 , 2018 Page 5 of 6 State of California County of Santa Clara City of Cup ertino Contractor's Affidavit of No Employees I, the undersigned, declare as follows: I am an independent contractor and the owner of_T_ra_i_I_H_e_a_d_C_y_cl_e_ry _________ ~ I wish to enter into a services contract with the City of Cupertino. I am fully aware of the provisions of section 3 700 of the California Labor Code , which requires every employer to provide Workers' Compensation coverage for employees in accordance with the provisions of that Code. I am also aware that I must provide proof of workers' compensation insurance to the City of Cupertino for any and all employees I may have, pursuant to Section 12 of the City of Cupertino's contract. I hereby certify that I do not have any employees nor will I have any employees working for me or my business during the term of any service contract with the City of Cupertino. I am not required to have Workers' Compensation insurance . I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on this 20thday of_J_un_e ____ , 2018, at Cupertino , California. Lars Thomsen PRINT NAME ~-- SIGNATURE Progra m Bike Fl eet Services Agreement ($5,000)/Rev. May 28, 2018 Page 6 of 6 Exhibit A Scope of Work This agreement is for the service and maintenance of Cupertino City Bike Fleet bicycles and E-bikes. This work is to be done on an as-needed basis for repairs that might include but are not limited to; tune-ups, tires, brakes, frame, or handlebars . The work will be performed by Trail head Cyclery at its workshop, during the duration of this contract which expires June 30, 2020 . -------------~--~--~--~--- THC Master Labor Schedule 6/2812018 Exhibit A Pri ce Minutes Hours /Qty) Labor Rate 60 .00 BUILDS LA0006 PRO BUILD SINGLE SPEED 390 390.0 6.5 LA0007 PRO BUILD FULL SUSP XC / FR 390 390 .0 6.5 LA0008 PRO BUILD DOWNHILL 390 390 .0 6.5 LA0009 PRO BUILD HARDTAIL /ROAD/ CROSS 390 390 .0 6 .5 Di2 PROBUILD ADDITIONAL SERVICE CHARGE 185 185.0 3 .1 GENERAL LA0005A GENERAL LOVE -AKA "TUNE UP" 100 100 .0 1.7 LA0005B LABOR PER HOUR 140 140.0 2.3 LA0012 BOXING BIKE 100 100 .0 1.7 LA0013 90 DAY GENERAL LOVE 0 90.0 1.5 LA0010 EVALUATION FEE -WAIVED W / REPAIR 20 20.0 0.3 LA0010A INSURANCE EVALUATION -WRITTEN 40 40 .0 0 .7 LA0014A WARRANTY PROCESSING 40 40.0 0 .7 LA001 4B 3rd PARTY PROCESSING 20 20.0 0 .3 LA0015 FITTING 3D BIKE FIT 250 250 .0 4 .2 LA0016 FITTING 2D 115 115 .0 1.9 LA0044 CLEAN BIKE (HOURLY RATE) 1/2 HOUR MIN. 70 70.0 1.2 I ACCESSORIES LA0042 COMPUTER INSTALL 20 20.0 0.3 LA004 3 COMPUTER INSTALL W/CADENCE 30 30 .0 0 .5 LA0032 RACK INSTALL (CLASSIC STYLE) 25 25.0 0.4 LA0033 RACK INSTALL (STRUT STYLE) 45 45 .0 0 .8 LA0035 KICKSTAND INSTALL 8 8.0 0 .1 I HANDLEBAR & STEM LAH2000 GRIPS INSTALL 8 8.0 0 .1 LAH2010 HANDLEBAR TAE WRAP 25 25.0 0.4 LAH2100 HANDLEBAR INSTALL 30 30.0 0.5 LAH2200 STEMINSTALL(FRONTLOAD) 25 25 .0 0.4 LAH2220 STEM INSTALL ( PINCH LOAD) 35 35 .0 0.6 I HEADSET I LAH1000 ADJUSTMENT 15 15 .0 0.3 LAH1100 INSTALL CUPS ON FRAME ONLY 30 30 .0 0.5 HEADSET (CONTNUED) LAH1120 INSTALL ON BUILT BIKE 65 65 .0 1.1 LAH1200 OVERHAUL BEARINGS 40 40 .0 0.7 LAH1220 OVERHAUL CHRIS KING BEARINGS 80 80.0 1.3 LAH1300 CROWN RACE INSTALL 10 10 .0 0 .2 I LA0029 REAM SEAT TUBE 20 20.0 0.3 LA0030 FACE HAEADTUBE -FRAME ONLY 45 45.0 0 .8 LA0031 FACE HEADTUBE W/FORK 90 90 .0 1.5 I SADDLE, SEATPOST & PEDAL LA0037 INSTALL DROPPER POST WI INTERNAL ROUTING 70 70.0 1.2 1 of 5 THC Master Labor Schedule 6/2812 018 Exhibit A I Price Minutes Hours (Qty) LA0038 INSTALL DROPPER POST W/REMOTE 45 45 .0 0.8 LA0039 OVERHAUL DROPPER POST 100 100 .0 1.7 LA0040 INSTALL SEATPOST / SADDLE 15 15.0 0 .3 LAD6000 PEDAL INSTALL 8 8 .0 0.1 I DISC BRAKES LAB1000 INSTALL HYO. DISC BRAKE W/ROTOR 75 75.0 1.3 LAB1001 SHORTEN HYDRO LINE 50 50 .0 0.8 LAB1010 ADDING BRAKE FLUID FOR BLEED 5 5.0 0 .1 LAB1020 BLEED ON BIKE --PLUS FLUID 45 45 .0 0 .8 LAB1025 BLEED OFF BIKE --PLUS FLUID 75 75 .0 1.3 LAB1040 INSTALL BRAKE ROTOR 15 15 .0 0 .3 LAB1045 INSTALL HYO. LINE --PLUS FLUID 60 60.0 1.0 LAB1050 TRUE BRAKE ROTOR(+ caliper adj. if neccessal}') 15 15 .0 0 .3 LAB1100 R&R MASTER CYLINDER (+off bike bleed & fluid) 60 60.0 1.0 LAB1120 R&R CALIPER PISTON ( + off bike bleed & fluid ) 60 60 .0 1.0 LAB11200 INSTALL DISK BRAKE PADS 35 35 .0 0 .6 LAB1125 ADJUST DISK CALIPER 20 20.0 0.3 LAB1140 INSTALL LEVER BLADE 30 30.0 0 .5 LAB2205 FACE DISK TABS(PER BRAKE/BARE TABS) 40 40 .0 0 .7 I I RIM BRAKES I LAB2120 REPLACE FRONT CABLE & HOUSING 30 30 .0 0.5 LAB2121 REPLACE REAR CABLE & HOUSING 35 35.0 0.6 LAB2000 ADJUST RIM BRAKE I 30 30.0 0.5 RIM BRAKES (CONTINUED) I LAB2020 INSTALL CABLE LEVER 30 30 .0 0.5 LAB2040 INSTALL RIM BRAKE I 45 45 .0 0.8 LAB2100 INSTALL RIM BRAKE PADS 20 20.0 0.3 LAB2120 INSTALL FRONT CABLE & HOUSING 30 30.0 0.5 LAB2121 INSTALL REAR CABLE & HOUSING 35 35.0 0.6 LAB2200 R&R BRAKE BOSS PER SIDE 20 20 .0 0.3 I I DRIVETRAIN I LA0045 CLEAN DRIVETRAIN ON BIKE 40 40.0 0.7 LA0046 CLEAN DRIVETRAIN OFF BIKE 125 125 .0 2.1 LAD1021 INSTALL PRESS FIT BB 45 45.0 0.8 LAD1000 INSTALL BB I 45 45 .0 0 .8 LAD1005 ADJUST BB I 20 20.0 0.3 LAD1020 INSTALL BB FRAME ONLY 20 20 .0 0 .3 LAD1100 OVERHAUL BB I 65 65.0 1.1 LAD1120 INSTALL CHAINRING or BASHGAURD 45 45 .0 0.8 LAD1125 INSTALL CHAIN GUIDE/TENSIONER 65 65.0 1.1 LAD1200 INSTALL CRANK -W/BB $70 45 45 .0 0.8 LAD5000 INSTALL CHAIN I 20 20.0 0.3 LAD5020 CLEAN AND LUBE CHAIN 15 15.0 0.3 LA0027 WRAP CHAINSTAY I 15 15.0 0.3 I I DRIVETRAIN -SHIFTING 2 of 5 THC Master Labor Schedule 6/28 /2018 Exhibit A Price Minutes Hours (Qtvl LAD2000 REPLACE CABLE AND HOUSING 45 45.0 0.8 LAD2005 LUBE CABLE AND HOUSING 15 15 .0 0 .3 LAD2020 REPLACE CABLE (INCLUDES ADJ) 40 40 .0 0.7 LAD3000F INSTALL FRONT DERAILLEUR 4 5 45.0 0 .8 LAD3000R INSTALL REAR DERAILLEUR 40 40 .0 0.7 LAD3005 ALIGN DERAILLEUR HANGER 40 40.0 0.7 LAD3020F ADJUST FRONT DERAILLEUR 25 25.0 0.4 LAD3020R ADJUST REAR DERAILLEUR 25 25 .0 0.4 LAD4000 INSTALL SHIFTER 45 45 .0 0.8 LAD4005 SERVICE SHIFTER 25 25 .0 0.4 LAD4010 LUBE SHIFTER 15 15.0 0 .3 FORK LAF1000 INSTALL, PRE-CUT NO BRAKE 30 30 .0 0 .5 LAF1010 REMOVE & REINSTALL FOR SERVICE 55 55.0 0.9 LAF1020 INSTALL, PRE-CUT WITH BRAKE 60 60.0 1.0 LAF1040 INSTALL , UN -CUT NO BRAKE 65 6 5.0 1.1 LAF1060 INSTALL, UN-CUT WITH BRAKE 75 75 :0 1.3 LAF1100 INSTALL STAR NUT 10 10 .0 0.2 LAF2000 SPRING CHANGE -DROP IN ONLY 30 30 .0 0.5 LAF2020 CARTRIDGE CHANGE -PLUS FLUID 60 60.0 1.0 LAF2040 OIL CHANGE -NON OPEN BATH 40 40 .0 0.7 LAF2045 ADDING FORK OIL 10 10 .0 0 .2 LAF2100 SERVICE OIL AND SEAL CHANGE 90 90 .0 1.5 LAF2110 ADD ON AIR SRING SERVCE 35 35.0 0 .6 LAF2120 SERVICE COMP/REBOUND CARTRIDGE 150 150.0 2 .5 LAF2200 DUST SEAL CLEAN AND LUBE 20 20.0 0 .3 LAF 2300 STANCION REPLACE 70 70.0 1.2 LAF2305 BUSHING INSTALL -PLUS OIL 65 65.0 1.1 LAF2310 CUT STEERER TUBE -FORK ONLY 20 20.0 0 .3 LAF2315 SERVICE FIT CARTRIDGE 32-34 90 90 .0 1.5 LAF2320 SERVICE FIT CARTRIDGE 36-40MM 100 100 .0 1 .7 SHOCK I LAS0900 INSTALL & TUNE 45 45 .0 0 .8 LAS0910 R&R SHOCK FOR 3rd PARTY SERVICE 45 45 .0 0 .8 LAS1000 SERVICE AIR CAN 85 85.0 1.4 LAS1005 SERVICE AIR CAN OFF BIKE 65 65.0 1.1 LAS1100 DU BUSHING INSTALL OFF BIKE 20 20 .0 0 .3 LAS1120 DU BUSHING INSTALL ON BIKE 30 30 .0 0.5 I TIRES AND TUBES LAWOOO THC BUil T WHEEL TRUE SERVICE 0 42.0 ,7 LAW002 STANS -2 OZ 2 .60 2.6 0 .0 LAW002F ADD MONSTER SEAL TO FRONT TUBE 10 10 .0 0 .2 LAW002R ADD MONSTER SEAL TO REAR TUBE 10 10.0 0.2 LAW003A INSTALL STANS KIT PER WHEEL 30 30.0 0 .5 LAW003F ADD SEALANT FRONT UST 15 15.0 0 .3 3 of 5 THC Master Labor Schedule 6/28/2018 Exhibit A I Price Minutes Hours (Qtvl LAW003R ADD SEALANT REAR UST 15 15.0 0 .3 TIRES AND TUBES (CONTINUED) LAW004 ADD STANS TAPE PER WHEEL 8 8.0 0.1 LAW004A ADD GORILLA TAPE PER WHEEL 8 8.0 0.1 LAW005 ORANGE SEAL -2 OZ 5 5.0 0.1 LAW1000F TUBE INSTALL FRONT ON BIKE) 18 18 .0 0.3 LAW1000R TUBE INSTALL REAR ON BIKE) 20 20.0 0.3 LAW1020F TUBE INSTALL FRONT (OFF BIKE) 18 18.0 0.3 LAW1020R TUBE INSTALL REAR (OFF BIKE) · 18 18.0 0.3 LAW1020RG TUBE INSTALL INTERNAL GEARED/HUB BRAKE 25 25.0 0.4 LAW1030F INSTALL TUBELESS FRONT + SEALANT 25 25.0 0.4 LAW1030R INSTALL TUBELESS REAR+ SEALANT 25 25.0 0.4 LAW1040F-INSTALL TIRE FRONT ON BIKE) ~ 18 -18.0 0.3 LAW1040R INSTALL TIRE REAR (ON BIKE) 20 20.0 0.3 LAW1060F INSTALL TIRE FRONT (OFF BIKE) 18 18.0 0.3 LAW1060R INSTALL TIRE REAR (OFF BIKE) 18 18 .0 0.3 I WHEELS I LAW2000F WHEEL TRUE AND TENSION FRONT 40 40 .0 0.7 LAW2000R WHEEL TRUE AND TENSION REAR 40 40.0 0.7 LAW2005 WHEEL TRUE SIDE TO SIDE W/ TIRE ON 25 25.0 0.4 LAW2020F WHEEL TRUE ON BIKE FRONT 15 15.0 0.3 LAW2020R WHEEL TRUE ON BIKE REAR 15 15.0 0.3 LAW2100F WHEEL BUILD FRONT 180 180 .0 3 .0 LAW2100R WHEEL BUILD REAR 180 180.0 3.0 LAW2102F WHEEL BUILD FRONT BASIC 150 150 .0 2.5 LAW2102R WHEEL BUILD REAR BASIC 150 150 .0 2 .5 LAW2105F WHEEL REBUILD FRONT 170 170 .0 2.8 LAW2105R WHEEL REBUILD REAR 170 170.0 2.8 LAW2110 DELACE WHEEL 20 20 .0 0.3 LAW2200 SPOKE REPLACE FRONT NON DISC 15 15.0 0.3 LAW2240 SPOKE REPLACE DISC OR REAR 30 30.0 0.5 LAW2260 SPOKE REPLACE REAR DISC/UST 30 30.0 0.5 LAW2280 SPOKE REPLACE -CHAIN DAMAGE 100 100.0 1.7 LAW4025 INSTALL NEW WHEEL FRONT W/TIRE 25 25.0 0.4 LAW4010 INSTALL NEW WHEEL REAR W/TIRE 30 30.0 0.5 LAW4015 INSTALL NEW WHEEL F W/TIRE & ROTOR 40 40.0 0 .7 WHEELS (CONTINUED) LAW4017 INSTALL NEW WHEEL R W/ TIRE, CASSETTE, ROTC 55 55.0 0.9 I HUBS I LAW3000 HUB OVERHAUL FRONT 40 40.0 0 .7 LAW3017 FREEHUB REPLACE 55 55 .0 0.9 LAW3018 INSTALL HUB DOCTOR KIT 65 65.0 1 .1 LAW3020 HUB OVERHAUL REAR 45 45 .0 0.8 LAW3022 HUB ADJUST FRONT 18 18.0 0.3 LAW3023 HUB ADJUST REAR 30 30 .0 0.5 LAW3040 HUB OVERHAUL FRONT KING 45 45.0 0.8 LAW3060 HUB OVERHAUL REAR KING 80 80 .0 1.3 4 of 5 THC Master Labor Schedule 6/28 /2 018 Exhibit A Price Minutes Hours /Qty) LAW4000 CASSETTE INSTALL WHEEL ONLY 20 20 .0 0 .3 5 of 5 EXHIBITB INSURANCE REQUIREMENTS For Services and Activities Involving Children Instructor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to prope11y which may arise from or in connection with the performance of the work hereunder and the results of that work by the Instructor, his agents , representatives , employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. ~ { k 2. Sexual Abuse/ Molestation insurance or the equivalent are required for contracts involving children / in after school activities, recreational programs, athletics, studies, transportation of students . Covers potential claims of abuse or child molestation. Sexual Abuse/Molestation coverage must be included under General Liability or obtained in separate policies in an amount of not less than $1,000 ,000 per occmTence ($2,000,000 aggregate) and $3,000,000 excess/umbrella coverage. 3. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Instructor has no owned autos , Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and prope11y damage . (Note -required only if auto is used in performance of work) 4. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Note -required only if Instructor has employees). If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the Entity requires and shall be entitled to the broader coverage and/or higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Entity. Self-Insured Retentions Self-insured retentions must be declared to and approved by the Entity. The Entity may require the Instructor to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to prov ide, that the self-insured retention may be satisfied by either the named insured or Entity. Other Insurance Provisions The general liability policy is to contain, or be endorsed to contain, the following provisions: 1. The Entity, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the Instructor including mate1ials, pmts or equipment furnished in connection with such work or operations . 2. For any claims related to this contract, the Instructor's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, its officers, officials , employees, agents , and volunteers . 3 . The Insurance Company agrees to waive all rights of subrogation against the Entity, its elected or appointed officers, officials, agents, and employees for losses paid under the terms of any policy which arise from work performed by the Instructor for the Entity. This pro vision also applies to the Instructor 's Workers ' Compensation policy. 4. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the Entity. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M . Best 's rating of no less than A: VII , unless otherwise acceptable to the Entity. Verification of Coverage Instructor shall furnish the Entity with original certificates and amendatory endorsements effecting coverage required by this clause . All certificates and endorsements are to be received and approved by the Entity before work commences . The Entity reserves the right to require complete, certified copies of all required insurance policies , including endorsements affecting the coverage required by these specifications, at any time. We strongly recommend obtaining a copy of the policy declarations and endorsement page (make this a requirement in your Contract) to facilitate verification of coverages and spot any undesirable policy limitations or exclusions. Homeowner's Insurance In some cases the Instructor 's homeowner's liability insurance may provide coverage sufficient to meet these requirements . Instructor should provide these requirements to his or her agent to confirm and provide verification to the Entity. Special Events Coverage for Instructors Special events coverage is available for an additional fee to provide the liability insurance required by this agreement. Instructor can obtain additional information and cost from the Entity. Special or Low Risk Activities Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances . The Entity reserves the right to modify or waive insurance requirements for certain low risk recreational activities . ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 7/3/2018 THIS CERTIFICATE IS ISSUED AS A MATIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODU CER ~~~l~CT Lydia Estrada ARM Insurance Agency , Inc. f.~~N.t C-•'· (831) 384-4126 I ffj~ Nol : (831) 384-442 1 P. 0. Box 1453 ~oMl~~SS: lydia@armagency.com INSURER(S) AFFORDING COVERAGE NAIC# Marina CA 93933 INSURER A :Sen tine 1 Insurance Company, LTD 11000 INSURED INSURER B :Hartford Accident & Indem Co 22357 Trail Head Cyclery (a Corporation) INSURER C :National Casualty Company 11991 INSURER D : 14390 Union Ave INSURER E : San Jose CA 95124 INSURER F: COVERAGES CERTIFICATE NUMBER:Liability 2018 -2 019 REVISION NUMBER : THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PER IOD IN DI CATE D. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CON DITIO N OF ANY CONTRACT OR OTHER DOCU MENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLI CI ES DESCRIBED HEREI N IS SUBJECT TO ALL THE TERMS , EXCL USIONS AND CONDITIONS OF SUCH POLICIES. LIM ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR C POL ICY EFF c~2rJ%~) LTR TYP E OF INS URANCE ,.,~n ••••n POL ICY NUMBER MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000 ,000 -D Cl.AIMS-MADE w OCCUR DAMAGE TO RENTED A PREMISES CEa occurrence) $ 1,000,000 X y 5 7 SBAD04 612 5/8/2018 5/8/2019 MED EXP (Any one person) $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER : GENE RAL AGGREGATE $ 2,000 ,0 00 Pl D PRO -OLoc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER : $ AUTOMOBILE LIA BILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ >-- ANY AUTO BODILY INJURY (Per person) $ B -ALL OWNED ~ SCHEDULED X 57UECZC3218 5/8/2018 5 /8/20 19 BOD ILY INJURY (Per accident) $ -AUTOS >--AUTOS X X NON-OWNED PROPERTY DAMAGE $ HI RED AUTOS AUTOS /Per accident) -- Uninsured motorist combined $ 1,000,000 X UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ 2,000,000 >-- A EXCESS LIAB Cl.AIMS-MADE AGGREGATE $ 2,000,000 OED I X I RET ENTION$ 10 ,0 0 0 57SBAD04612 5/8/2018 5 /8 /2019 $ WORKERS COMPENSATION XI ~ffTUTE I I OTH - AND EMPLO YERS ' LIABILITY ER YIN ANY PROPRIETOR/PARTNER/E XECUTI VE @ N/A E.L. EACH ACC IDE NT $ 1,000,000 OFFICER/MEMBER EXC LUDED ? C (Mandatory in NH) y WCNCCQ 101445500 5/8/2018 5/8 /20 19 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ l, OOQ, OQO DESCRIPTION OF OPERA TIONS / LOCATIONS / VEHICLES (ACORD 10 1, Add itiona l Rema rks Schedu le, may be attached if more spa ce is required) City of Cupertino, its officers , offici als, employees, agents, and volunteers are listed as additional insured as per ss 00 08 04 05. We will issue a 30 -day wri tten notice of cancellation; unless for non -payment of premium, in which case it will be a 10-day not i ce. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN 10300 Torre Ave ACCORDANCE W IT H THE POLICY PROVISIONS . Cupertino, CA 95014 AUTHORIZED REPRESENTAT IVE L ydia Estrada /LES ~..._ ~ © 1988-2014 ACORD CORPORATION . All rights reserved. ACORD 25 (2014/01) INS025 (201401) The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension -Supplementary Payments Beginning on Page 1 1 2 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 , Cla im 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-desGr-it)ee in-Sectien Q..---- Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension -Supplementary Payments . b. This insurance applies : (1) To "bodily injury" and "property damage" only if: Form 55 00 08 04 05 © 2005, The Hartford (a) The "bodily injury" or "property damage" is causea by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred , then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been ---kr:iowr:1-prior-tG-the-13Glicy-13erioEi-. ----~ (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim : (1) Reports all, or any part , of the "bodily injury" or "property damage" to us or any other insurer; Page 1 of 24 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other 'means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care , loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician , dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services ; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent ; (2) On ways next to premises you own or rent ; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to Page 2 of 24 examination , at our expense , by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance . We will pay reasonable expenses for : (1) First aid administered at the time of an accident ; (2) Necessary medical , surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary professional services. ambulance, nursing and 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS hospital, funeral a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies . We do not have to furnish these bonds . (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance . We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work . (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance , we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid , offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured ; (3) The obligation to defend , or the cost of the defense of, that indemnitee , has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to : (i) Cooperate with us in the investigation , settlement or defense of the "suit"; (ii) Immediately send us copies of any demands , notices, summonses or legal papers received in connection with --111e"suit"-; - (iii) Notify any other insurer whose coverage is available to the indemnitee ; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee ; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above condit ions are met , attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments . Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions , such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance . Our obligation to defend an insured's indemnitee and to pay for attorneys ' fees and necessary litigation expenses as Supplementary Payments ends when : (1) We have used up the applicable limit of insurance in the payment of judgments or settlements ; or (2) The conditions set forth above , or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to : a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured . This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property ; or (2) "Personal and advertising injury" arising out of an offense committed by , at the directioA-0f-0r-witl"l -tl"le-G0nsent-OF-- acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement ; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or ag ree ment 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" fo r which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person ; (2) The furn ishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol ; or (3) Any statute , ordinance or regulation relat ing to the sale , gift , distribution or use of alcoholic beverages . This exclus ion appl ies only if you are in the business of manufacturing , distributing , selling, serving or furnishing alcoholic beverages . d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers ' compensation , disability benefits or unemployment compensat ion law or any similar law . e. Employer's Liability "Bodily injury" to : (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured ; or Page 4 of 24 (b) Performing duties related to the conduct of the insured 's business , or (2) The spouse , child , parent , brother or sister of that "employee" as a consequence of (1) above . This exclusion applies : (1) Whether the insu red may be liable as an employer or in any other capacity ; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury . This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual , alleged or threatened discharge , dispersal , seepage , migration , release or escape of "pollutants": (a) At or from any premises , site or location wh ich 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 with in a building and caused by smoke , fumes , vapor or soot produced by or originating from equipment that is used to heat , cool or dehumidify the build ing , or equipment that is used to heat water for personal use, by the building's occupants or their guests ; (ii) "Bodily injury" or "property damage" for which you may be held liable , if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additiona l insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such prem ises , site or location is not and never was owned or occupied by , or rented or loaned to , any insured , other than that additional insured ; or Form SS 00 08 04 05 (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; ( d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to : (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical , hydraulic or mechanical functions , necessary for the operation of -----,'fn55ile equipment''clrils part~s-, --- if such fuels, lubricants or other operating fluids escape from a Form 55 00 08 04 05 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, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any Joss, 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, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request , demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority . Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "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 , train ing or monitoring of others by that insured , if the "occurre nce" which caused the "bodily injury" or "property damage" involved the ownership , maintenance , use or entrustment to others of any aircraft , "auto " or watercraft that is owned or operated by or rented or loaned to any insured . This exclusion does not apply to : (1) A watercraft while ashore on prem ises 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 "mobi le equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned w~h a paid crew . However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whethe r the other insurance is primary , excess , contingent or on any other bas is. h. Mobile Equipment "Bodily injury" or "property damage" ari sing 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 civ il war; (2) Warlike action by a military force , including action in hindering or defending against an actual or expected attack , by any government, sovere ign 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 "Bod ily 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 advertis ing serv ices ; (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 act ivities ; (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-luane-d 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 55 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 tiability 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. Damag e-to-Impaired-Property-Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency , inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use . Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss , cost or expense incurred by you or others for the loss of use , withdrawal , recall , inspection, repair , replacement, adjustment , removal or disposal of: (1) "Yourproduct"; (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 services ; (7) Aris ing 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-ma il 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) Placing a link to a web site of others on your web site ; (c) Content from a web site of others displayed within a frame or border on your web site . Content includes information, code, sounds , 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 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti-(a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks , bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured . requirement that any insured or others test for, monitor, clean up, q. Electronic Data remove , encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for , "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing , treating, detoxifying or neutralizing or in any (1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion , demotion , evaluation , "Bodily injury", "property damage", or reassignment, discipline , "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person ; or violate: (2) The spouse, child , parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or described in Paragraphs (a), (b), or (c) -----------above is-directedi~--------------(3)-Ar:iy-statute .-o~diAaAce-Gr:-re§Julation,-, --- other than the TCPA or CAN-SPAM Act This exclusion applies: of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You - (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury . Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, ;~~~i~~ ~ _th~fabfi~~e;;de J:dicda~s~:~:~s~; loss, costs or expenses that: Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We w ill not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured . c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured , if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disabil ity benefits law or a similar law . e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests . f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage . C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds , but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured . Your members , your partners , and their spouses are also insureds , but only with respect to the conduct of your business . c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business . Your managers are insureds , but only with respect to their duties as your managers . d. An organization other than a partnership, joint venture or limited liability company , you are an insured. Your "executive officers" and directors are insureds , but only with respect to their duties as your officers or directors . Your stockholders are also insureds, but only with respect to their liability as stockholders. Page 10 of 24 e. A trust , you are an insured. Your trustees are also insureds , but only with respect to their duties as trustees . 2. Each of the following is also an insured : a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership , joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. Howeve r, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business , or to your other "volunteer workers" while performing duties related to the conduct of your business ; (b) To the spouse, child, parent , brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1 )(a) above ; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above ; or (d) Arising out of his or her providing or failing to provide professional health care services . If you are not in the business of providing professional health care services , Paragraph (d) does not apply to any nurse , emergency medical technician or paramedic employed by you to provide such services . (2) "Property damage" to property : (a) Owned , occupied or used by , Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to , in the care , custody or b. Coverage under this provision does not control of, or over which physical apply to : control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission . Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment , and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed . a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance . an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your perm1ss1on. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations as a named insured does not apply to respect to liability arising out of the operation of the watercraft, and only if no other ________ .,_,__,inllJIY-or damage_witb_r_e_sp_e_cuo_wbi.ch _a ,..__ ____ _ insured under this insurance is also an insurance of~l<incris available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft ; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision . the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization . However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. befow are additional or form the organization or the end of the insureds when you have agreed, in a written policy period , whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy , provided the injury or damage occurs subsequent to the execution of the contract or agreement , or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part , including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages . a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions : Page 12 of 24 This insurance does not apply to : (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement ; (b) Any express warranty unauthorized by you ; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container ; (e) Any failure to make such inspections, adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products ; (f) Demonstration , installation , servicing or repair operations , except such operations performed at the vendor's premises in connection with the sale of the product ; (g) Products which, after distribution or sale by you , have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to : (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products . (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into , accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment ; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your maintenance, operation or use of equipment leased to you by such person or organization . Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds , this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you . or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds , this performed for the state or insurance does not apply to : municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e . above, but only with behalf of such person or respect to liability for "bodily injury", organization . "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused , in whole or (1) Any architect, engineer , or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you ; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if -----'------~---,--;-;;-c,--:.y_o_u_o_r_o-:--n-:--y_o-:-:u_r ---;b_e_ha_l_f. __ --;;-----;-----;----------~(i)_T_b.e_wcittefl_COntracLocwrittef"l,--- (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies : such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving , or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports , surveys , field orders, "personal and advertising injury" change orders , designs or arising out of the rendering of, or the drawings and specifications ; or failure to render, any professional (b) Supervisory, inspection, architectural , engineering or surveying architectural or engineering services , including : activities . Form 55 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving , or failure to prepare or approve , maps, shop drawings , opinions , reports, surveys, field orders , change orders, designs or drawings and specifications ; or (b) Supervisory, inspection, architectural or engineering activities . The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership , joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds ; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations . b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations . This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad . Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner , arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above , whichever applies , the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations . The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations . 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises , while rented to you , or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire , lightning or explosion , the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event , whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The 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 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation , limit set forth in Paragraph 3. above . settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The lnst.ired's Own Cost of determining the Limits of Insurance. No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent. 1. Bankruptcy Bankruptcy or insolvency of the insured or of e. Additional lnsured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered t Of o by other insurance available to an 2. Duties In The Even ccurrence, additional insured, such additional insured Offense, Claim Or Suit must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance . or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses ; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such ---------0F-dama§e-arisin§-0t1t~0f~th P-------,"occurrence , o ense, claim or "suit" is "occurrence" or offense . known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation ; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable . insured is a trust ; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity . Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to 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 th~ 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 , un insured 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 th is policy to the first Named Insured, this insurance applies : a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree : (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us ; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part , our obligations are limited as follows : a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary , excess, contingent or on any other basis: (1) Your Work That is Fire , Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner ; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner ; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages . Form 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 ans,ng out of the premises or operations , or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured . However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary , we will share with all that other insurance by the method described in c. below. BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss , if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance ; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares , we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares , we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract , written agreement or part of any payment, including permit that this insurance is Supplementary Payments , we have made primary and .non-contributory with under this Coverage Part , those rights are -----------tl:l e-additiGRal-insHrea's-own,-----------.transferred o us. The insured must do insurance , this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance . enforce them . This condition does not Paragraphs (a) and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured . If the insured has waived any rights of When this insurance is excess , we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment , defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract , rights against all those other insurers. agreement or permit that was executed prior to the injury or damage . Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations , one or more of the following Optional Additional Insured Coverages also apply . When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract , Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations . These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only wrth respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply : This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new Page 18 of 24 construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise , but only with respect to their liability as granter 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 with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations . b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations , new construction or demolition operations performed by or on behalf of such person or organization . 6. Additional Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured -State Or Political Subdivision -(e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds , the following distribution or sale of the products; additional exclusions apply : (f) Demonstration , installation, This insurance does not apply to: servicing or repair operations , except such operations performed (1) "Bodily inJ·ury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product ; the state or municipality; or (g) Products which, after distribution (2) "Bodily inJ·ury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any 7. Additional Insured -Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to : business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the, assumption of insured person or organization from ------------11rability-irrn-c011tract~o-r~a=g~re~e=m=e=n~...--. ----------,-w.,-c;hcc-o::-cm::-:---y'-:-o:--:-u-:----.::h-:a-:--:ve-=---....,a"-c:--::q::--u-c::ir-=-ed-::.--s~u-:--:c-;::-h--- This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into , vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured -Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured - (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing , or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises . and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural 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 Sect ion 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 beha~ · (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds , this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render ,· any professional architectural, engineering or surveying services, including : (1) The preparing, approving , or failure to prepare or approve , maps , shop drawings , opinions , reports , surveys , field orders , change orders , designs or drawings and specifications ; or (2) Supervisory , inspection , architectural or engineering activities. 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured -Co- Owner Of Insured Premises , but only with respect to their liability as co-owner of the premises shown in the Declarations . Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance . How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through : a. (1) Radio; (2) Televis ion; (3) Billboard ; (4) Magazine ; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services ; or c. Any other publication that is given widespread public distribution . However, "advertisement" does not include : a. The design, printed material , information or images contained in , on or upon the packaging or labeling of any goods or products ; or b. An interactive conversation between or among persons through a computer network . 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threa f of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle , trailer or semi-trailer designed for travel on public roads , including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical : a. Injury; b. Sickness ; or c. Disease sustained by a person and , if arising out of the above , mental anguish or death at any time . 6. "Coverage territory" means : Form 55 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace , but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above ; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above ; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information , facts or programs : a. Stored as or on ; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks , CD-ROMS , tapes , drives, cells , data processing devices or any other media which are used with electronically controlled -------~e~q.uii;1ment. 8 . "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution , by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be . 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a . A contract for a lease of premises . However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. -Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement ; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad ; d. Any obligation , as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another p_acty_to_p_ay_fo.L'.'.ho.dily_injur:y_'.'__or-".prnperty--- damage" to a third person or organization , provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle , tracks, road-beds , tunnel, underpass or crossing . However, Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect , engineer or surveyor for injury or damage arising out of: (a) Preparing , approving or failing to prepare or approve maps , shop drawings , opinions , reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions , or failing to give them, if that is the primary cause of the injury or damage ; or (2) Under which the insured , if an architect , engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services , including those listed in (1) above and supervisory , inspection , architectural or engineering activities . 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business . "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property : a. After it is moved from the place where it is accepted for movement into or onto an aircraft , watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft , watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical 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 mainta ined primarily to provide mobility to permanently attached equipment of the following types : (1) Air compressors , pumps and generators , including spraying , welding, building cleaning , geophysical exploration , lighting and well servicing equipment ; or (2) Cherry pickers and similar devices used to raise or lower workers ; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo . However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment , of at least 1,000 pounds gross vehicle weight , designed primarily for: (a) Snow removal; (b) Road maintenance , but not construction or resurfacing ; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors , pumps and generators , including spraying , welding, building cleaning , geophysical exploration , lighting and well servicing equipment. 16. "Occurrence" means an accident , including continuous or repeated exposure to substantially the same general harmful conditions . 17. "Personal and advertising injury" means injury , including consequential "bodily injury", arising out of one or more of the following offenses: a . False arrest , detention or imprisonment ; b . Malicious prosecution ; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from , wrongful entry Work that may need service , maintenance , into , or invasion of the right of private correction , repair or replacement, but occupancy of a room , dwelling or which is otherwise complete , will be premises that the person occupies, treated as completed . committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral , written or electronic publication of or rent , unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods , products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy; (1) The transportation of property, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea" or style of "advertisement"; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured ; or h. Discrimination or humiliation that results in (2) The existence of tools , uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials . 18. "Pollutants" means any solid, liquid , gaseous or 20. "Property damage" means : thermal irritant or contaminant , including smoke , a. Physical injury to tang ible property , vapor, soot, fumes, acids , alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or "your work" except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition , "electronic data" is possession ; or not tangible property . (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" --------e=a=rliesto n nefollowing u·-m-'----e-s-: ---------·to wnicnlnis insurance applies are alleged . "Suit" includes: (a) When all of the work called for in your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to wh ich the insured must submit or does submit with the job site has been completed if our consent; or your contract calls for work at more than one job site . b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are claimed and to which the insured submits a job site has been put to its with our consent. intended use by any person or organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions . Form SS 00 08 04 05 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