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18-151 David Taussig & Associates, Inc., Special Assessment Administration / 04 CITY OF SERVICES AGREEMENT ($5,000 OR LESS) CUPERTINO 1. Parties, This Agreement("Agreement")is made and entered into as of July 24, 2018 ("Effective Date")by and between the City of Cupertino, a municipal corporation ("City")and David Taussig&Associates,Inc. ("Contractor"),a Corporation 2. Services. Contractor agrees to provide the programs,classes or activities("Services") set forth in detail in the Scope of Services, attached and incorporated here as Exhibit A. 3. Time of Performance.This Agreement begins on the Effective Date and ends on June 30,2019 ("Contract Time"),unless terminated earlier as provided herein. Contractor must deliver the Services in accordance with the Schedule of Performance included or attached to Exhibit A.Time is of the essence for the performance of all the Services. Contractor must have sufficient time,resources, and qualified staff to deliver the Services on time. 4. Compensation. City will pay Contractor for satisfactory performance of the Set-vices an amount that will based upon actual costs but that will be capped so as not to exceed$ 1,400.00 ("Contract Price"),based upon the Scope of Services and the budget and rates included in Exhibit A. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount.Upon City approval of written invoices,Contractor will be paid as follows: (check-one; cross out others): 0 A lump sum amount of$ 1,.400.00 which shall not exceed the Contract Price. El-Based-on-tht7"ent-fiGhedt+le4nclutied-or-atta,ched-t�o+,-xhibi Gontmet4kt,iee. 5. Independent Contractor. Contractor is an independent contractor and not an employee,partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits,workers compensation or other benefits from the City. Contractor must have the skills and qualifications to perform the Services in a competent and professional manner, and must be licensed, registered, and/or certified and have a City Business License, Contractor will supply all tools,materials and equipment required to perform the Services under this Agreement. 6. Assignment. This Agreement is not assignable. Contractor may not substitute another or transfer any rights or obligations under this Agreement without prior written approval of City. Only those persons whose names are included in Exhibit A may perform the Services. City Project Setilices Agreement($5,000)IRev.May 22,2018 Page 1 of 6 7. Indemnification.To the fullest extent allowed by law and except for losses caused by the sole and active negligence or willful misconduct of City personnel,Contractor shall indemnify,defend, and hold harmless City,its City Council,boards and commissions,officers,officials,employees,agents, servants,volunteers and consultants("Indemnitees"),through legal counsel acceptable to City,from and against any and all liability,damages,claims,actions,causes of action,demands,charges,losses, costs and expenses(including attorney fees,legal costs and expenses related to litigation and dispute resolution proceedings),of every nature,arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations,representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or perfonnance 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. ®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. City Project Services 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 Consulta.nt without notice based upon Contractor's cancellation of a Service(ie.,program,class or activity)without giving advance notice or obtaining written approval from City. 12. Governina 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 cowl. 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: For City: David Taussig&Associates,Inc, A Nathan D.Perez C/1 e-r'i Name Name Managing Director e) Position Position V- ,.n J)')e-1A.a "MI (800)969-4382 lib 5? ---7-11--.. 3 Contact Contact City Project Services Agreement($6,00O)IRev.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: C. m Pt, 1'�` ®alo `�s To Contractor:David Taussig&Associates,Inc. 100 west San Fernando Street,Suite 430 Select Address �®;j®6 r v r f� Ave—, San Jose,CA 95113 ICL4Pc $ nod c() 9� d 1 Y Attention: Attention:Nathan D.Perez Email: d1°1Da C k ® s 'ep. or Email:nperez(@taussig.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. City Project 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 CITY OF CUPERTINO David Taussig&Associates A Municipal Corporation By: By: �me. atYaan D.Pe ��, -1` 1 I�e� e-tL4 Name: ��r�� Title:Managing Director Title: ►��>a `e s� ��1 e'a��„�xc„ �� c>`' : Tax I.U. No.:33-0171945 APPROVED AS TO FORM: R CI V. FIERRO Cupertin Acting City Attorney ATTEST: 4 By: � fi 31, GRACE SCHMIDT,City Clerk City Project Services Agreement($5,000)/Rev.May 22,2098 Page 5 of 6 Y 1D TJtlX -j i 1Ass imES EconomicsPublic Finance and Urban 2250 Hyde Street,5th Floor,San Francisco,CA 94100 Phone:800.9659.4382 EXHIBIT A SCOPE OF WORK CITY OF CUPERTINO SPECIAL ASSESSMENT ADMINISTRATION David Taussig & Associates, Inc. ("Consultant") shall provide financial consulting services to assist the City of Cupertino ("Client") in the administration of Client's parcel tax, special tax, or special assessment. The focus of these services shall be to determine the parcel tax, special tax,or special assessment charges and to facilitate the collection of the charges for one (1) fiscal year, 2018-2019,by the County of Santa Clara. The specific activities and tasks to be performed under this Scope of Work include the following: Task 1 Parcel Database This task involves organizing the land use data required to apportion and collect parcel tax, special tax, or special assessment charges, and includes the following subtasks: 1.1 Database Management: Create automated parcel database to include all parcels. Data items will include Assessor Parcel Number,acreage,and owner of record,as necessary and applicable. 1.2 Parcel Research: Review Assessor Parcel Maps to determine which parcel numbers will be valid for each fiscal year. Task 2 Parcel Tax, Special Tax, or Special Assessment Budget This task involves working with the Client to determine the parcel tax, special tax, or special assessment budget for each fiscal year and calculating the charge for each parcel in the parcel tax, special tax, or special assessment, and includes the following subtasks: 2.1 Determine Parcel Tax, Special Tax, or Special Assessment Charge Requirement: Determine parcel tax, special tax, or special assessment budget based on information provided by the Client. 2.2 Parcel Tax,Special Tax,or Special Assessment Charge: Based on the parcel tax,special tax,or special assessment budget,compute the parcel tax,special tax,or special assessment charges for all parcels for a given fiscal year. Task 3 Summary Memo This task includes the preparation of a summary memo. Included in the memo is a list of parcel tax, special tax, or special assessment charges by Assessor's Parcel. Task 4 Submittal of Parcel Tax, Special Tax, or Special Assessment Charges to County of Santa Clara This task involves submitting the parcel tax,special tax,or special assessment charges on or before August 10, of each year, or such other date specified by the County of Santa Clara to the Auditor- Controller for inclusion on each fiscal year's consolidated property tax bills. The parcel tax, special tax, or special assessment levy will be submitted via email or other media as specified by the County. Optional Services Task 5 Provide Information to Interested Parties This task involves the provision of information to individuals and other interested parties regarding the amount and calculation of the special tax. DTA's "800"phone number will be placed on the property tax bills mailed by the County. This task includes brief written responses to property owners as necessary. Formal meetings with property owners to resolve disputes will be classified as"Additional Work" and billed at the hourly rates listed in Exhibit B. Task 6 Roll Monitoring and Adiusted Property Tax Bills This task involves monitoring any changes to the secured tax roll which necessitate new or adjusted property tax bills. This task includes the calculation of new or adjusted bills and the preparation of requests to the County to prepare such bills. Task 7 Delinquent Property Owner Research This task involves the review and research of County records to determine which parcels are delinquent in the payment of property and special taxes, and includes the following subtasks: 7.1 Static Delinquent Special Tax Report: Request the First, Second, and Final Installment Paid/Unpaid Status Reports from the Santa Clara County Auditor-Controller to determine which parcels are delinquent and the corresponding amount of delinquent special taxes. Prepare report summarizing the amount of delinquent special taxes. 7.2 Dynamic Delinquent Special Tax Report: As necessary, conduct a review of on-line records to provide an up-to-the-minute status report for any given number of delinquent parcels. Please note that our research for this task is dependent upon the rate at which the County updates their on-line payment records. Task 8 Ownership/Exempt Parcel Research This task involves researching and monitoring any changes in ownership and offers of dedication of property to public agencies and other entities exempt from the special tax. DAVID TAUSSIG & ASSOCIATES EconomicsPublic Finance and Urban 2260 Hyde Street,5th Floor,San Francisco,CA 94109 Phone:800.969.4382 EXHIBIT A FEE SCHEDULE CITY OF CUPERTINO SPECIAL ASSESSMENT ADMINISTRATION Consultant shall charge the following hourly fees for services related to Tasks 1 through 4: I ' President/Managing Director $325/Hour Vice President/Engineer $250/11our Manager $185/Hour Senior Associate $170/Hour Associate 11 $155/11our Associate I $140/Hour Research Associate $110/Hour Subject to the limitations below, fees related to Tasks 1 through 4 shall not exceed $1,150 for the upcoming fiscal year. Monthly progress payments will be made by Client upon presentation of invoice by Consultant providing details or services rendered and expenses incurred. At Client's . request services in addition to those identified in the Scope of Work may be provided if the total fee required to complete Tasks 1 through 4 is less than the amounts shown above. Alternatively, if the Scope of Work can be completed for less than the maximum amount, only the hours actually expended will be billed. In addition to fees for services, Client shall reimburse Consultant for travel, copying, courier, facsimile, telephone expenses, data services, maps, clerical charges, administrative charges, and other out-of-pocket expenses, in an amount not to exceed $250 for each fiscal year. Monthly progress payments shall be made by Client upon presentation of invoices by Consultant providing details of services rendered and expenses incurred. Limitations The preceding hourly rates apply for a twelve (12)month period from execution of the Agreement and are subject to a cost-of-living and/or other appropriate increase every twelve (12) months thereafter. Consultant generally reviews its hourly rates.annually and,if appropriate, adjusts them to reflect increases in seniority, experience, cost-of-living, and other relevant factors. Consultant shall notify Client in advance of any such increase. Additional service$ other than those necessary to amend errors on the part of Consultant in Tasks 1 through 4 are not covered by the maximum fee listed above. City of Cupertino Page B-1 Administration Services July 19,2018 EXHIBIT B Insurance Requirements Services Agreement ($5,000 or less) Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance and results of the Services hereunder by the Contractor,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 8,ervices Office("ISO")Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, contractual liability, property damage, bodily injury, and personal and advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project(ISO CG 25 03 or 25 04) or it shall be twice the required occurrence limit. i i a. It shall be a requirement under this agreement that any available insurance proceeds broader than or in excess of the specified min'mum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (1) the minimum coverage/limits specified in this agreement; or(2)the broader coverage and maximum limits of coverage of any insurance policy,w,`hichever is greater. b. Additional Insured coverage under Contractor's policy shall be "primary and non- contributory,"will not seek contribution from City's insurance/self-insurance,and shall be at least as broad as ISO CG 20 0104 13 c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also'apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO Form Number CA 00 0',1 covering any auto(Code 1), or,if Contractor has no owned autos, then hired autos (Code 8) and non-owned autos (Code 9), with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California, with Statutory Limits, and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. (Not required if Contractor provides written verification it has no employees). 4. Professional Liability. Insurance which includes coverage for professional acts, errors and omissions, with limits no less than$2,000,000 per occurrence or claim, $2,000,000 aggregate(if applicable). If Contractor maintains broader coverage and/or higher limits than the minimums shown above,City requires and shall be entitled to the broader coverage and higher insurance limits maintained by Contractor. OTHER INSURANCE PROVISIONS The insurance policies are to contain, or be endorsed to contain,the following provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the Services Insurance Requirements for Services Agreement($S,000 or less) Version:July 2018 1 performed by or on behalf of Contractor including materials,parts, or equipment furnished. Endorsement of CGL coverage shall be at least as broad as ISO Form CG 20 10 1185 or if not available,through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used. Primary Coverage For any claims related to this Contract,the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of Contractor's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Contractor grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions City may approve self-insured retentions and require proof of Contractor's ability to pay losses and related investigations, claim administration and defense expenses within the retention. The policy shall provide,or be endorsed to provide,that the self-insured retention may be satisfied by either the named insured or City. Acceptability of Insurers Insurers must be acceptable to City and licensed to do'business in California, and each insurer must have an A.M.Best's financial strength rating of"A"or better and a financial size rating of"VII"or better. Claims Made Policies(applicable only to professional liability) If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the Effective Date of the Contract. 2. Insurance must be maintained for at least five(5)years after completion of the Services. 3. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Contractor must purchase "extended reporting"coverage for a minimum of five(5) years after completion of the Services. Verification of Coverage Contractor shall furnish the City with acceptable original certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City prior to commencing the Services. City retains the right to demand verification of compliance at any time during the Contract. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. Insurance coverage shall not limit Contractor's duties to indemnify, defend and hold City harmless. City reserves the right to modify these requirements based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Insairance Requirements for Services Agreement($5,000 or less) Version:July 2018 2 _ EXHIBIT B ACOR" CERTIFICATE OF LIABILITY INSURANCE D /ao/ zo1aY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Lisa Burrill Southern California Insurance Brokerage PHONE (909)592-2215 FAX (AIC. o Ext): A/C No: (909)305-0391 3333 Concours, Suite 5100 E-MAIL DDRESS:certificates@socalinsurance.com A License #OK07568 INSURERS AFFORDING COVERAGE NAIC# Ontario CA 91764 INSURER A:Sentinel Ins. Co., LTD 11000 INSURED INSURERB:California Auto Insurance Company 38342 David Taussig & Associates Inc., DBA: David Taussig INSURER C:National Union Fire Ins Co of 19445 5000 Birch St. #6000 INSURERD:Hartford Accident & Indemnity 22357 INSURER E:Philadel hia Indemnity Ins. Co. 18058 Newport Beach CA 92660 INSURER F: COVERAGES CERTIFICATE NUMBER:1e/19 GL & XS RENEWAL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, _ EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE POLICY NUMBER MM DDNYYY MM DD YYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 A CLAIMS-MADE ❑X OCCUR DAMAGE TO RENTED 1,000,00.0 PREMISES Ea occurrence $ X Y 72 SBA AP5439 2/24/2018 2/24/2019 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 POLICY[XIJEo LOC PRODUCTS-COMP/OPAGG $ 4,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 13 1 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BA040000030599 12/8/2017 12/8/2018 BODILY INJURY Per accident) $ AUTOS AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident Uninsured/Underinsured $ 1,000,000 UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 2,000,000 C X EXCESS LIAR FI CLAIMS-MADE AGGREGATE $ 2,000,000 X DED RETENTION$ EBU 080755754 2/24/2018 2/24/2019 $ WORKERS COMPENSATIONPER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE i ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA D (Mandatory in NH) 72 WEC EU2873 9/1/2017 9/1/2018 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 It yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 E PROF. LIAB. CLAIMS MADE PHSD1292211 11/1/2017 11/1/2018 $2,000,000 F CRIME 72 BDDR28140 6/14/2017 6/14/2018 $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CITY OF CUPERTINO, ITS OFFICERS, OFFICIALS, EMPLOYEES, AGETS AND VOLUNTEERS ARE NAMED AS ADDITIONAL INSURED. -A/I WITH PRIMARY WORDING AND WAIVER ATTACHED. 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 AVENUE ACCORDANCE WITH THE POLICY PROVISIONS. CUPERTINO, CA 95014 AUTHORIZED REPRESENTATIVE L Burrill, CISR/CERTS a ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) 'olicy Number:'72 SBA AP5439 isured:David Taussig&Associates,Inc. BUSINESS LIABILITY COVERAGE (FORM Form SS 00 08 04 05 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension-Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 1s 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 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 (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by INJURY, PROPERTY DAMAGE, PERSONAL occurrence'" that takes place in the AND ADVERTISING INJURY) coverage terri#ory ; Insuring Agreement (b) The "bodily injury" or "property damage" occurs during the policy a. We will pay those sums that the insured period; and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury" listed under Paragraph 1. of Section property damage or personal and C. Who Is An Insured and no advertising injury" to which this insurance "employee"authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the"bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury" "property damage" or"personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance;and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. —Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an"occurrence"or claim: (1) To "bodily injury" and "property (1) Reports all, or any part, of the "bodily damage"only if: injuryor property damage to us or any other insurer; Farm SS 00 08 04 05 Page 1 of 24 (2) Reoekxaa a vxdUen or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not axoomd the bdumpor"property danloge"|or applicable limit of insurance. We will pay (3) Becomes aware byany other means that reasonable expenses for: "bodily injury" or "property damage"has (1) First aid administered mithm time of an occurred cxhas begun tuoccur. accident; d. Damages because of"bodily injury" include (2) Necessary medical, surgical, x-ray and dannsOam claimed by any person or dental san/|cao, including prosthetic organization for mmm*. loss of services or devices;and death resulting adany time from the "bodily /3> Necessary ambu|anoe, hospiha|, un i ' /'` ' ' "« ~ professional nursing and funeral m. Incidental Medical Malpractice mmrvio*a. M\ "Bodily injury" arising out of the 3' COVERAGE EXTENSION~ rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a m. We will pay, with respect to any okakn or physician, dentist, nurse' emergency "auif' we |nvmoU8ata or settle, or any "suit" medical technician or paramedic ehn|! ' ' against anInsured wedohand' be deemed to be caused by on °occu,ronm*"' but only if: ' M\ All expenses vmnincur. (a) The physio|an, dentist, nurse, (2) Up to $1`000 for the cost ofbail bonds emergency medical technician or required because ofaccidents nrtraffic paramedic is employed by you to law Violations arising out of the use of provide such services;and any vehicle to which .Business Liability �� / [�nwanagefor"bodily i 'um*ap�|imm WeYmu are not �n��Qmd 0l the injury" ' ` ' doncdhovetofunm|�hth�aebond� business orocnupaUonofproviding ' such services. /3W The 000d of appeal bonds or bonds to ( release attachments, but only for bond �� For the purpose of determining the ' ` amounts within the applicable limit of Dm|bmofinaunanoeforinnidemi�| m�d|o�| inounano�. We d� ncdh�v� tofunlioh n�a|praoiiceany act qr omission' together with � related m � or these bonds. onn|na|ons in the furnishing of these (4) All reasonable expenses incurred hythe services to any one person will be insured atour request toassist um|nthe considered one"occurrence". investigation or defense of the claim or "suit", including ��u�| !oma of earnings 28��K�0��L��K�� ' ` up to $500 a day because of time off Insuring Agreement from work. a. VVewill pay medical expenses as described (6) All costs taxed against the insured in below for "bodily |rVun/' caused by an the"suit". accident: (6) Prejudgment |ntemaed awardedagainst (1) Qnpremises you own orrent; the-inouredonthmtpadoft#e]udQment (2) Onways next topremises you own or we pay. |fmmmake anoffer tmpay the rent;or applicable limit of insurance,we will not (�\ Because ofyour opera�ona; pay any prejudgment interest based on ^ ' provided that: that period oftime after the offer. (7) All interest on the full amount of any (1) The accident tmham place in the 'udornentthat accrues after ent�' ofthe '�*venogu barryton/' and dUdmQ the judgment ^ judgment and before we have paid, policy period;' ofemyd to pay, or deposited in court the (2) The expenses are Incurred and reported part of the judgment that is within the bouawithin three years ofthe date of applicable limit Vfinsurance, the accident;' Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits ofinsurance. examination, at our expense, by physicians ofour choice esoften oovvm reasonably require. ■,.rvv■■wavv aw-�■.raa■■ ■ vv w•..a viva a .r■�w■ b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an"insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend,or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements;or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met. us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the Indemnitee;and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (1) Cooperate with us in the standpoint of the insured. This investigation, settlement or exclusion does not apply to bodily defense of the"suit"; injury," or "property damage" resulting from the use of reasonable force to (ii) Immediately send us copies of protect persons or property;or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the"suit"; acquiescence of the insured with the (III) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury" indemnitee;and b. Contractual Liability (Iv) Cooperate with us with 1 "Bodilyinjury' "property damage";or respect to coordinating other ( ) ina ry or p p applicable insurance available (2) "Personal and advertising injury" to the indemnitee;and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (1) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit";and (a) "Bodily injury","property damage"'or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement;or (b) "Bodily injury"or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business,or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the (1) "Bodily injury", "property damage" or same"insured contract',and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which (a) At or from any premises, site or damages to which this location which is or was at any insurance applies are alleged. time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (1) "Bodily injury"if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol;or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to relating to the sale, gift, distributionheat water for personal use, by or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only K you are in the (11) "Bodily injury" or "property business of manufacturing, distributing, damage"for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises,site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location (1.) An "employee" of the insured arising is not and never was owned or out of and in the course of: occupied by, or rented or loaned to, any insured, other (a) Employment by the insured, or than that additional insured;or vw,r w.rwwwiv a."rrvr. vv•w"wawww ws"wa (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (11) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor;or as waste by or for: (111) "Bodily injury" or "property (1) Any insured;or damage" arising out of heat, g smoke or fumes from a (11) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractorsor subcontractors location an which any insured or . working directly or indirectly on any any contractors or subcontractors insureds behalf are performing working directly or indirectly on any insured's behalf are operations if the operations are to Jest for, monitor, clean up, remove, performing operations if the contain,treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of,"pollutants". connection with such operations by such insured, contractor or ( ) Any lass, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request,demand,order or statutory (1) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to,or assess the effects of, electrical, hydraulic or "pollutants';or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels,lubricants or other monitoring, cleaning up,removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment' in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes 1. War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual or damage" involved the ownership, expected attack, by any government, maintenance,use or entrustment to others of any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents;or any Insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority In hindering or defending against any of these. you own or rent; (2) A watercraft you do not own that is: j. Professional Services "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This Includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the Insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph C(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that Is not owned by any (5) Any health or therapeutic service insured and is hired,chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such"bodily appearance or skin enhancement, hair injury" or "property damage!', whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. (7) Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment' products or hearing old devices; by an "auto" owned or operated by or rented or loaned to any insured;or i.RYYL+MY vif'+MA4, MV•i.. vtVy Yltt (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D.-Limits Of Insurance. piercing); b Tattooing, Including but not limited Paragraph (2) of this exclusion does not ( ) g g apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs(3)and (4)of this exclusion do (1 A) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs(3)and(4)of this exclusion do Paragraphs(4)and (6)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e.in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to"property damage"included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, 1. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property far any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon,if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" or property that has not been physically (5) That particular part of real property on injured,arising out of: which you or any contractors or subcontractors wanking directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work";or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of. of web sites for others-,or (1) "Your product"; (c) An Internet search, access, (2) "Your work";or content or service provider. (3) "Impaired property"; However, this exclusion does not If such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. -- because because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral,written or electronic itself, is not considered the business publication of material, If done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral,written or electronic or bulletin board the Insured hosts, publication of material whose first owns, or over which the Insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured; address, domain name or metatags, or any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers, except an Implied contract to use another's "advertising idea" in your (11) Arising' out of the violation of a "advertisement"; persons right of privacy created by any state or federal act. (5) Arising out of the failure, of goods, products or services to conform with However, this exclusion does not any statement of quality or apply to liability for damages that the performance made in your insured would have In the absence of "advertisement"; such state or federal act; (6) Arising out of the wrong description of (12) Arising out of: the price of goods,products or services; (a) An "advertisement' for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement",of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (1) Your web site;or a trademark, trade name, service (11) The presentation or functionality mark or other designation of origin of an "advertisement' or other or authenticity,or content on your web site; . 1160 W116YWW Lr11"1Y1M11 I VM•1r1 y,f-1{/M 1 611.1111 (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, (1) A person arising out of any: detoxifying or neutralizing or in 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 directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act 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, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. 2. Applicable To Medical Expenses Coverage a. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer.Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your"employees", other than either your"executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation '"volunteer workers"are Insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability If. Products-Completed Operations Hazard company), or to a co-"ernployee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your 9. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph(1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b)above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured, Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services, Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned,occupied or used by, YM M!l1MVV a..!!'Yn.Y!!..!■ ! YY�L.t i/'..VW ! 4eil i!!! (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", (2) "Personal and advertising injury" any partner or member(if you are arising out of an offense committed a partnership or joint venture), or 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 whileoperating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an Insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed 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. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier;and " . W°-4 contract, written agreement orbecause ofa (e) Any failure to make such permit issued by m state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally poUcy, provided the injury or damage 000una undertakes to make in the usual subsequent bothe execution ofthe contract or course ofbusiness, |nconnection agreement,mrthe issuance ofthe permit. with the distribution orsale ofthe /\ p$/son or organization is on additional products; insured under this provision only for that (f) O*ngonstnotion, instaUotion, period of time required by the contract, servicing or repair operations, agreement orpermit. except such operations performed However, no at the vendors premises in additional insured under this provision if such connection with the sale of the person or organization is included as an product; additional insured byanendorsement issued /m\ products which, after distribution byVsand made apad ofthis Coverage Part, mrsale bvyou, have been labeled including all persons or organizations added or relabeled or used as m as additional insureds under the specific container, part oringredient ofany additional insured coverage grants in Section other thing or substance by or for F.-Optional Additional Insured Coverages. the vendor;or w. Vendors (h) "Bodily injury" or "property damage" arising out of the oo|m /0ypmnson�doror8an�aUon(o) (n�o�edto below as vendor), but only respect negligence of the vendor for its "bodily injury' or "property own acts or omissions or those of out of "your ''~-~~- vh�h �n* distributed its employees or anyone else orsold 1nthe regular course ofthe vendqr' aohngmnits bekm|t However,^th|e bueknmom and only if this Coverage Part exclusion does not apply to: ' provides coverage for "bodily injury" or (1) The exceptions contained in "property damage" kldwJed within the Subparagraphs(d)orftor "pnoduds-conlp|etedoperations hamsrd". O0 Such inspections, moUuahnento. (1) The insurance afforded tothe vendor tests nrservicing oathe vendor is subject to the following additional has agreed tomake ornormally exclusions: undertakes tomake inthe usual This insurance does not appk/to' c��e � b��m' in~ ' connection with the distribution (e) "Bodily injury" or "property cnsale ofthe products. damage" for which the vendor Is ` ' This insurance does not apply to anyobUgated to pay damages by insured person Cr organization from reason of the assumption of whom you have acquired such mn�dudo |ksbU�y|namon�actormgmaemen� ' ^ or any ingredient, part or container, This exclusion does not apply to ~ entering intoWn0 or liability fbr damages that the ` �ocon�on~ containing such products. vendor would have inthe absence pfthe contract oragreement; b. Lessors Of Equipment ��) Any express xxeKnnh/ ` ' Any person Or organizationfrfromu ` ' �� unauthorized byyou; whom you lease equipment; but only Any physical or chemical change with re apeo±tothmiri|abUMx for'"bodily in/un^p' "property damage" or the product made intentionally "personal and admmdUa|ng injury" by �' ceusmj, in whole orin part by your (d) Repackaging, except when rnainhananco, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, , person ororganization. or the substitution of pmMo under |nsbuoUoom from the manufacturer, and then repackaged in the original container; W MVl1•Lw AIV YJl'AYJMII / VV•L..l AI'RVW 1 A.I/�/11 (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 you or on your behalf. (1) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (il) 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. (a) The preparing, approving, or This (3enamd Aggregate limit does not failure to prepare or approm, apply to "property damage" to premises mape, shop drawingo, opinions, while ,emdad to you or temporarily reports, ounxaya, field orders, occupied by you with permission of the ohenQ* ordem, designs or owner, arising out of 8na. lightning or drawings and specifications;or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2uo. or 2,b above, whichever aoUvU�ea ^ Subject' applies, the most wmwill pay for the sum ofall The limits ofinsurance that apply tnadditional donlogoa because of all "bodily injury", insureds are described In Section D. — Limits "pnopmhy damage" and rned/mm| expenses <]f|nmummnom. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance isavailable hoonodd|Uih�Oac| naUon�( Yn�unyd Declarations. is described in the CVhn, Insurance Condition The most we will pay for all [nodims| expenses |nSection E.—Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. ' one person is the Medical Expenses Limit No person or organization imth�DnoM�natkmomn |e an insured with ' respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability SutJ*� vm to vWUpay for company that |snot shown mmaNennedInsured in the sum of all damages because of all the Declarations. "personal 'ury" eugba|nedbv D. LIABILITY AND MEDICAL EXPENSES any one person urorganization iathe Personal LIMITS OF INSURANCE and Advertising Injury L| it shown in the Declarations.The ;0mst�8m�8NPay S. Damage To Promises RemtedTol�»mLAm� The Limits of Insurance shown in the Declarations and the rules below fix-the most The Damage To Premises Rented To You wewill pay regardless ofthe number of. Limit is the most Yvewill pay under Business Liability Coverage for damages because of m^ '|naur�da' "property b. Claims made or"suUe"brought; or rented toyou, or/nthe case cfdamage by fire, c. Persons ororganizations making claims or UQhhn|nQ orexplosion, while rented toyou or bringing"suits". temporarily occupied bvyou with permission of �o�mec 2. Aggregate Limits The most vvmwill pay for: In the cane of damage by Ura. lightning or axp|oaloo. the Damage bmPremises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included N Die caused by the same evant, whether such .prndu�a-cump|etedoperations hazard" |m damage u|tsfrom fire,lightning orexplosion the Prmdudm'Cunnp{ebmd {)penadnna urany combination ofthese. Ao0n�Qmha Limit shown |n the~ 6How Limits Additional Insureds Declarations. ^ Apply b. Damages because of all other "bodily The most xvowill pay nnbehalf ofaperson or injury", "on>pmdy damage" or "personal organization on who is an additional insured un�arth�m {bvena��P��\mtb� |e�m�rn[ and mdw»�n|nginjury", including medical expenses, is the General Aggregate Limit a� The limits of insurance specified in a shown|nthe Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by m abgbs or po|0om( subdivision;or separately to each of your "locations" ' owned byorrented tnyou. b. The Limits of Insurance shown in the � "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount ahmU be o pad of and not in whose connection is interrupted only byo addition to the L|rn[be of Insurance shown in street, roadway or right-of-way of a the Declarations and described imthis Section. mmUmomd. WVV �YVV Yr1lr/YY V V�Y0..'94IY. V 41 • 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; aright in the any remaining period of less than 12 months,starting enforcement of any rg # 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 of determining the Limits of insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured'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 2. Duties In The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the 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 pthe extent that you have agreed in a practicable of an "occurrence" or an offense which may result in a claim. To written contract, written agreement or the extent possible,notice should include: permit that this insurance is primary and 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 or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claire (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. This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured, upon your representations. , 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fall to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. tuber insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This Insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below, a. To join us as a party or otherwise bring us b. Excess insurance Into a "suit" asking for damages from an This insurance is excess over any of the insured; or other Insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured-, but we will not be liable for (2) Promises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the claimant or the claimant's legal representative. (3) Tenant Liability S. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned toyou or temporarily occupied by you insurance applies: in this policy to the first Named Insured, this with permission of the owner; a. As If each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g. of B. Representations Section A.—Coverages. (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy,you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A.— representations you made to us;and Coverages. (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed - absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance;or insurance. (7) When You Add Others As An We will share the remaining loss,if any,with Additional Insured To This any other insurance that Is not described in insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Fart, apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer.Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not 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. F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured-Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional ,Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s), for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf- equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations',or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C. is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Promises insured the person(s) or organization(s) a. WHO IS AN INSURED under Section C. is shown in the Declarations as an Additional Insured —Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown In the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership,maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place This.insurance does not apply to: after you cease to lease that land;or (1) Any "occurrence" which takes place (2) Structural . alterations, new after you cease to be a tenant in that construction or demolition operations premises;or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C. is amended to include as an additional Insured the state or political subdivision shown in the Declarations as an Additional v MMrwwMM wrr-+t.rrri r r Mvwwrwrtvw r w.e,�r • 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 (7) "Bodily injury", "property damage" or at the vendors premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations"hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for 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 (1) 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 subject to the following additional exclusions: make a normally undertakes I g 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 liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; 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; ^ " ^ W-1 This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. – Um|ba Of operations performed by orfor that person or Insurance. organization. How this insurance applies when other insurance $. Additional Insured – Owners, Lessees Or is available tnon additional insured is described in ComkmmaWmrs – Scheduled Person Or the {](her Insurance Condition in Section E. – Organization Liability And yWed|cm| Expenses General a. WHO|SANINSURED under Section C, is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s)` ' ` ' DEFINITIONS shown in the Declarations amanAdditional Insured–Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for"bodily dissemination of information or images that � injury", "property damage" or "personal has the purpose ofinducing the sale ofgoods, and advertising injury"mauaed, /nwhokaor products orservices through: in part by your acts or omissions or the a. (1) Radio; ecdo mrom/seiona .ofthooe acting on your ��) Television; behalf: ` ' ' (3) Billboard; (1) M the performance mf �u — �. operations for the additional `` Magazine; insuned(s); or F9 Newspaper; ' � In connection with .^ n work" b. The Interne t, but only that part of web site that � about goods, or performed forthatadditional Insured ~ . pmouu� and included within the "products- services for the purposes of inducing the completed operations hazard", but sale mfgoods, products urservices; or only if this CVmemmgo Part provides o. Any uUlar publication that is given coverage for "bodily injury" or widespread public distribution. "prop" damage" included within the However, "advertisement"doa not include � °nrodu��-�uDl�k*b�d operations' �� aThe design, printed mo�h�1 information hazard". ' ' ' or hnmQm* contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products;or does not apply to "bodily injury", "property pmoperty bAn interactive conversation between or damage" or "personal an advertising . among injury" arising out of the rendering of, or �m�n0pemona�nuuQhuoompu�xnebmnrk- the ha||una to render, any professional 2. "Advertising idea" means any idea for on - mnohUectuna|, engineering or surveying "advertisement". services, including: 3^ ~Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or oUmQmd pnapona or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, repmts, surveys, presence ufasbestos|nany form. field ordars,change orders,designs qr 4. "Auto" nnoenm a land motor vehicle, trailer or drawings and specifications;wr semni-hoUa[ designed for travel on public (2) Supervisory, |nmpeoUun' architectural roode, including any mdhychod machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured – Co-Owner Of Mmsmmad "mobile equipment'. Promises S. "Bodily injury"mmamnephysioG|: WHO IS AM INSURED under GecUmm C. is a. Injury; amended to iox|odm as an additional insured b, B|nkneos'or the person(s) |n the ^ ` ' Organization(s) �. Disease Declarations as an Additional insured – Co- Own$r Of Insured Pnmrn|eea' but only with sustained bveperson and, Karising out ofthe respect totheir liability amco-owner ofthe above,mental anguish ordeath atany time. premises shown inthe Declarations. G. "Coverage territory"means: wvvrr.,..vv r.rr-rwarr• r vv v wr vr�vr r a..r srr a. The United States of America(including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace,but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work'; of travel or transportation between any or places included in a.above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract"means: (1) Goods or products made or sold by you a. A contract for a lease of premises. in the territory described in a.above; However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a, person or organization for damage by Fre, above, but is away for a short time on lightning or explosion to premises while your business;or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D.—Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including . its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement;or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for"bodily injury," or"property damage"to a third person or organization, t3. '"Employee" includes a "leased worker". provided the "bodily injury" or "'property "Employee" does not include a "temporary damage" is caused, in whole or in part, by worker". you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be, damage" arising out of construction or 11. `Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds,tunnel, a. It incorporates "your product" or"your work" underpass or crossing. that'is known or thought to be defective, However, Paragraph f. does not include deficient,inadequate or dangerous;or that part of any contract or agreement: (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers, drawings, opinions, reports, a. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage;or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment;or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render C Vehicles not described in a., b., c., or d, professional services, including those above maintained primarily for purposes listed in (1) above and supervisory, inspection, architectural or other than the transportation of persons or engineering activities. cargo, 13, "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not"mobile equipment" but firm,to perform duties related to the conduct of will be considered "autos": your business, "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker.'. gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or. onto an construction or resurfacing;or aircraft,watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft,watercraft or (2) Cherry pickers and similar devices „auto`;or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto"to the place where it is workers;and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that Is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment, 15. "Mobile equipment"means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions, a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury"means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest,detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: vww".�"..ww a.r+uar.. . ww•we•"-'a+.ra . v.♦n• 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 tangible property, vapor, soot,fumes, acids, alkalis,chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 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" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit"includes: 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 which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent;or 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 a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. 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. 23. "Volunteer worker"means a person who: a. Is not your"employee' b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you;and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product": a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf;and property,manufactured,sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired;and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product';and