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18-157 Cannon Design, On Call Design Review Services
CITY OF II DESIGN PROFESSIONAL SERVICES AGREEMENT (MASTER) WITH CANNON DESIGN GROUP CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of ~Ju=l'-'"y~l~,~2~0~1~8 ____________ _ ("Effective Date"), by and between the City of Cupe1iino , a municipal corporation ("City"), and Cannon Design Group ("Consultant"), a Corporation for On call design review services -------------------------------("Project"). 2. SERVICES 2.1 Scope of Services. Consultant agrees to provide the Services "as needed" and as set f01ih in the Scope of Services, attached and incorporated here as Exhibit A. The Services must comply with this Agreement and with each Service Order issued under the authority of the City Director of Public Works or his designee, in accordance with the following procedures. 2.2 Service Orders. Before issuing a Service Order the City Director/Designee will request Services in writing and hold a meeting with Consultant to discuss it. Consultant will submit a written proposal that includes a specific Scope of Services, Schedule of Perfonnance and Compensation, which the Parties will discuss. Thereafter City Director/Designee will execute a Service Order using the Service Order Form attached and incorporated here as Exhibit B. Each Service Order will specify its scope of services , deliverables, schedule of perfornrnnce, compensation and any other applicable terms. Issuance of a Purchase Order is discretionary and the Director/Designee may streamline these procedures, e.g., conferring by telephone instead of a meeting, if it is in the City's best interests . Consultant will not be compensated for Services perfonned without a duly executed Service Order. 3. TIME OF PERFORMANCE 3.1 Term. This Agreement begins on the Effective Date and ends on J_u_n_e_3_0~,_2_0_2_2 ____ _ ("Contract Tin1e "), unless te1111inated earlier as provided herein. 3.2 Schedule of Performance. All Services must be provided within the times specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. Consultant must promptly notify City of any actual or potential delay in providing the Services as scheduled to afford the Paiiies adequate opportunity to address or mitigate delays . If the Services are divided by tasks, Consultant must begin work on each separate task upon receiving City's Notice to Proceed ("NTO"), and must coi11plete each task within the time specified in each Service Order. 3.3 Time is of the essence for the perfomiance of all the Services required in this Agreement and in each Service Order. Consultant must have sufficient time , resources and qualified staff to deliver the P roject On Call Design R eview M as ter D es ig n Prof essional Ag ree ment/ R ev. M ay. 201 8 Pag e 1 of 10 Serv ices on time. Consultant must respond promptly to the City 's Service Orders and any change orders that may be issued. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Consultant for satisfactory perfonnance of the Services a total amount that will bas ed upon actual costs but that will be capped so as not to exceed $120 000 ("Contract Price"), based on the budget and rates set f011h in Exhibit C, Compensation , attached and incorporated here. The Contract P1ice includes all expenses and reimbursements and will remain in place even if Consultant's actual costs exceed the capped amount. No extra work or payment is permitted in excess of the Contract Price. 4.2 Invoices and Payments. City will pay Consultant for Services satisfactorily provided under a Service Order, within 30 days following rec eipt of a properly submitted invoice for Services provided during the preceding calendar month. Unless otherwise provided by a Service Order , each invoice must include for each day of Services: a. The name of each individual providing Services ; b. A succinct sununary of the Services perfonned by each such individual ; c. The time spent by each individual providing those Services ; d . The applicable hourly billing rate and payment due; and e. A detailed breakdown of all allowable expenses. All hourly rates and allowable expenses must conform to City-approved rates set fo11h in Exhibit C. 4.3 Final Payment. At least 30 days prior to end of the Agreement , Consultant must submit a requisition for final and complete payment of costs and any pending claims for City approval. Noncompliance with this requirement relieves City of fm1her payments/obligations under the Agreement. 5. INDEPENDENT CONSULTANT 5.1 Status. Consultant is an independent Consultant and not an employee, pai1ner, or joint venture of City. Consultant is solely responsible for the means and methods of perf01ming the Services and for the persons hired to work under this Agreement. No civil service status or other right of employment will be acquired by vil1u e of Consultant's perforn1ance of the Services . Consultant is not entitled to health, worker 's compensation or other benefits from City. 5.2 Consultant Qualifications. Consultant warrants on b ehalf of itself and it s Subconsultants that they have the qualifications and skills to perfonn the Services in a competent and professional maimer and according to the highest standards and best industry practices for similar services perf01med in the San Francisco Bay Area. 5.3 Permits and Licenses. Consultant wainnts on behalf of itself and its Subconsultants that they are properly licensed, registered , and/or certified to perfonn the Services as required by la w and that they have procured a City Business License. Project On Ca ll Design Review M aster D es ign P rofess io nal Agreem en t/ R ev. May. 2 01 8 Pag e 2 of 10 5.4 Subconsultants. Unless prior written approval from City is obtained, only Consultant's employees and Subconsultants whose names are included in this Agreement and incorporated Exhibits may provide Services under this Agreement. Consultant must require all Subconsultants to furnish proof of insurance for workers ' compensation, commercial liability, auto, and professional liability in reasonable confonnity to the insurance required of Consultant. The tenns and conditions of this Agreement shall be binding on all Subconsultants relative to the portion of their work. 5.5 Tools, Materials and Equipment. Consultant will supply and shall be responsible for all the tools, mate1ials and equipment required to perform the Services. 5.6 Payment of Taxes. Consultant must pay income taxes on the money earned under this Agreement. Upon City's request, Consultant will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 5. 7 Errors and Omissions. Consultant is solely responsible for its enors and 01nissions and those of its Subconsultants, and must take prompt measures to avoid, mitigate, and c01Tect them at its sole expense. 6. PROPRIETARY /CONFIDENTIAL INFORMATION During the Contract Time Consultant may have access to private or confidential infonnation owned or controlled by the City, which may contain proprietaiy or confidential details the disclosure of which to third paities may be damaging to City. Consultant shall hold in confidence all City infonnation and use it only to perfom1 this Agreement. Consultant shall exercise the same standard of care to protect City infonnation as a reasonably pmdent Consultant would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Subject to City meeting its payment obligations for the Services, any interest (including copyright interests) of Consultant or its Subconsultants in any product, memoranda, study, rep011, map, plan, drawing, specification, data, record, document or other info1mation or work, in any medium (collectively, "Work Product"), prepared by Consultant in connection with this Agreement will be the exclusive prope11y of the City and shall not be shown to any third-pai1y without p1ior written approval of City. 7.2 Copyright. To the extent pem1itted by Title 17 of U.S. Code, all Work Product prepared/created by Consultant and its Subconsultants and all copyiights in such Work Product shall constitute City prope11y. If it is detennined under federal law that the Work Product is not "works for hire", Consultant and Subconsultants hereby assign to City all copyi·ights to the Work Product when and as created. Consultant may retain copyi·ights to its standard details , but hereby grants City a perpetual, non-exclusive license to use such details . 7.3 Patents and Licenses. Consultant must pay royalties or license fees required for authorized use of any third pm1y intellectual prope11y, including but not limited to patented, trademarked, or copyi·ighted intellectual prope11y if incorporated into the Services or Work Product of this Agreement. Proj ect On Ca ll Des ig n R e view A1a ster D es ig n P rof ess ional Agree m ent/ R ev. May. 201 8 Page 3 of 10 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Consultant and Subconsultants to execute or implement any of the following, but Consultant shall not be responsible or liable for City's re-use of Work Product: (a) For work related to the original Services for which Consultant was hired; (b) To complete the original Services with City personnel, agents or other Consultants; (c) To make subsequent additions to the original Services; and/or (d) For other City projects. 7.5 Deliverables and Format. Electronic and hard copies of the Work Product constitute paii of the Deliverables required under this Agreement , which shall be provided to City on recycled paper and copied on both sides, except for one single-sided original. Large-scale architectural plans and similar items must be in CAD and PDF fonnats , and unless otherwise specified, other documents must be in Microsoft Office applications and PDF fonnats. 8. RECORDS 8.1 Consultant must maintain complete, accurate, and detailed accounting records relating to the Services and Compensation, in accordance with generally accepted accounting principles and procedures. The records must include detailed infonnation about Consultant 's perfomrnnce, benchmarks and deliverables. The records and suppmiing documents must be kept separate from other files and maintained for a period of four years from the date of City 's final payment. 8.2 City will have free and full access to Consultant's books and records for review and audit , to make transc1ipts or copies, and to conduct a preliminary examination of all the work, data, documents, proceedings, and activities related to this Agreement. If a supplemental examination or audit of Consultant's records discloses non-compliance with appropriate internal financial controls, a contract breach, or a failure to act in good faith, City will be entitled to recover from Consultant the costs of the supplemental examination. This Section survives the expiration/te1mination of this Agreement. 9. ASSIGNMENT Consultant shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or othe1wise, without prior written consent of City . Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Consultant as a legal entity will be considered an Assignment subject to City approval , which shall not be umeasonably withheld . For purposes of this provision, control means 50% or more of the voting power of the business entity. This Agreement binds Consultant, its heirs , successors and assignees. 10. PUBLICITY/ SIGNS Any publicity generated by Consultant in connection with the Project and Services during the Contract Time and for one yeai· thereafter will reference City contributions in making the Project possible. The words "City of Cupe1iino " shall be displayed in all pieces of publicity, including flyers , press releases, posters, brochures , public service announcements, interviews and newspaper aiiicles. No signs may be Project On Calf D esign Review M aster D es ig n Prof ess ional Agree ment/ R ev. May. 201 8 Pa ge 4 of 10 posted, exhibited or displayed on or about City property, except signage required by law or this Agreement without prior written approval from City. 11. INDEMNIFICATION . 11.1 To the fullest extent allowed by law and except for losses caused by the sole or active negligence or willful misconduct of City personnel, Consultant agrees to indemnify, defend, and hold hannless the City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants (collectively, "Indemnitees"), as follows: a. Indemnity Obligations Subject to Civil Code Section 2782.8. With respect to the Services performed in connection with the Agreement, Consultant shall indemnify, defend, and hold hannless Indemnitees from and against any and all liability, claims, actions, causes of action, demands or charges whatsoever against any Indemnitee, including any injury to or death of any person or damage to prope1iy or other liability of any nature ( collectively, "Liability"), that arise out of, pe11ain to, or relate to the negligence, recklessness, or willful misconduct of Consultant, its officers, officials, employees, agents or Subconsultants. Such costs and expenses shall include reasonable attorney fees for legal counsel of City's choice, expe11 fees, and all other costs and fees of litigation. In addition to its indemnity obligations, Design Professional will provide its immediate and active cooperation and assistance to the City, at no additional cost to the City, in analyzing, defending, and resolving such Liability. b. Claims Involving Intellectual Property. Consultant shall indemnify, defend, and hold harmless Indemnitees from and against any claim involving intellectual prope1iy, infringement or violation of a United States patent right or copyright, trade secret, trademark, or service mark or other proprietary or intellectual property rights, which arises out of, pe11ains to, or relates to Consultant's negligence, recklessness, or willful misconduct. Such costs and expenses will include reasonable attorney fees for legal counsel of City's choice, expe11 fees and all other costs and fees oflitigation. c. Claims for Other Liability. For all other liabilities not included in provisions "b" and "c" above, Consultant shall indemnify, defend, and hold harmless the Indemnitees against any and all liability, claims, actions, causes of action or demands whatsoever, including any injury to or death of any person or damage to prope1iy, or other liability of any nature arising out of, pe11aining to, or relating to the performance of this Agreement by Design Professional, its employees, officers, officials, agents or Subconsultants, including liability based on breach of contract, obligations, or waITanties, or any unauthorized use or disclosure of City's confidential and proprietary infonnation. 11.2 Consultant will assist City, at no additional cost, in the defense of any claim, dispute or lawsuit arising out of this Agreement. Consultant's duties herein are not limited to or subject to the Contract Price, to Workers' Compensation claims, or to the Insurance or Bond lin1its and provisions. Nothing in this Agreement shall be construed to give rise to an implied right of indemnity in favor of Consultant against any Indemnitee. 11.3 If this Agreement is entered into or amended on or after January 1, 2018, Consultant's duty to pay for any of Indemnitees' defense related costs will be limited to its propo11ionate share of fault, as determined by final decision by a com1 of competent jurisdiction, subject to any applicable exceptions in Civil Code section 2782.8. Project On Calf Design Review Master D es ign Professio nal Agreement/ Rev. May. 2018 Page 5 of 10 11.4 Consultant agrees to pay the reasonable costs City may incur in enforcing this provision related to Consultant's indenmification duties, including reasonable attorney fees, fees for legal counsel acceptable to City, expe1i fees, and all other costs and expenses related to a claim or counterclaim, a purchase order, another transaction, litigation, or dispute resolution. Without waiving any rights, City may deduct money from Consultant's payments to cover moneys due to City. Section 11 survives expiration or tennination of this Agreement. 12. INSURANCE On or before the Contract Time conunences, Consultant shall furnish City with proof of compliance with City Insurance Requirements, attached and incorporated here as Exhibit D. City will not execute the Agreement until it has approved receipt of satisfactory ce1iificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Alternatively, City may te1minate this Agreement or in its sole discretion purchase insurance at Consultant's expense and deduct costs from payments to Consultant. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Consultant shall comply with all local, state and federal laws and regulations applicable to this Agreement. Consultant will promptly notify City of changes in the law or other conditions that may affect the Project or Consultant's ability to perfonn. Consultant is responsible for verifying the employment authorization of employees perfo1ming the Services, as required by the Immigration Reforn1 and Control Act, or other federal or state law, rnle or regulation. 13.2 Labor Laws. Consultant shall comply with all labor laws applicable to this Agreement. If the Services include a "public works" component, Consultant must comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. To the extent applicable, Consultant must comply with City's Labor Compliance Program, and with state labor laws pe1iaining to working days, ove1iime, payroll records and DIR Registration and Oversight. If the Contract Price is $30,000 or more, Consultant must comply with the apprenticeship requirement in Labor Code Section 1777.5. 13.3 Discrimination Laws. Consultant shall not disc1iminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual 01ientation, gender identity, Acquired-Inunune Deficiency Syndrome (AIDS) or any other protected classification. Consultant shall comply with all anti-disc1imination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrin1ination, Consultant understands that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person is strictly prohibited. 13.4 Conflicts of Interest. Consultant shall comply with all conflict of interest laws and regulations applicable to this Agreement and must avoid any conflict of interest. Consultant 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 . Consultant may be required to file a Project On Cal/ Design Review Master D es ig n Professional Agreem ent/ R ev. May. 2018 Page 6 of 10 conflict of interest fonn if Consultant makes certain governmental decisions or serves in a staff capacity, as provided in Section 18700 of the California Code of Regulations and other laws. Services may only be perforn1ed by persons who are not employed by City and who do not have any contractual relationship with City, with the exception of this Agreement. Consultant agrees to abide by City policies and administrative mles prohibiting gifts to City officials and employees. 13.6 Remedies. A violation of this Section constitutes a material breach and may result in City suspending payments, requiring reimbursement, or terminating this Agreement. City reserves all its rights and remedies under law and this Agreement, including the right to seek indemnification under Section 11. Consultant agrees to indemnify, defend, and hold City hannless from and against any loss, liability, and expenses arising from noncompliance with this Section. 14. PROJECT COORDINATION 14.1 City Project Manager. The City's Project Manager for all purposes under this Agreement will be Ben Fu , who shall have the authority to manage this Agreement and oversee the progress and perforn1ance of the Services. City in its sole discretion may substitute another Project Manager at any time and will advise Consultant of the new representative. 14.2 Consultant Project Manager. Subject to City approval, the Consultant's Project Manager for all purposes under this Agreement will be Larry Cannon , who shall be the single representative for Consultant with the authority to manage compliance with this Agreement and oversee the progress and perforn1ance of the Services. This includes responsibility for coordinating and scheduling the Services in accordance with City instructions, service orders, and the Schedule of Perforn1ance, and providing regular updates to the City's Project Manager on the Project status, progress, and any delays. City written approval is required prior to Consultant substituting a new Project Manager, which shall result in no additional costs to City or Project delays. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project with thiiiy (30) calendar days' written notice to Consultant. Consultant will be compensated for satisfactory Services perforn1ed through the date of abandonment and will be given reasonable time to assemble the work and close out the Services. No close out work shall be conducted without City reasonable approval of closure costs, which may not exceed ten percent (10%) of the total time expended to the date of abandomnent. All charges including job closure costs will be paid in accordance with the provisions of this Agreement and within tlmiy (30) days of Consultant's final invoice reasonably approved by the City. 16. TERMINATION City may tenninate this Agreement for cause or without cause at any time, following reasonable written notice to Consultant at least thi1iy (30) calendar days prior to the termination date . Consultant will be paid for satisfactory Services rendered through the date of tennination, but final payment will not be made until Consultant closes out the Services and delivers all Work Product to City. All charges approved by City including job closure costs will be paid within 30 days of Consultant's final invoice. Pr oject On Call Des ign Review Master D es ign Profess ional Agreement/ R ev. May. 2018 Page 7 of 10 17. GOVERNING LA ,v, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the State of California, exc epting any choice of law rules which may direct the application of laws of another jurisdiction. Any lawsuits filed related to this Agreement must be filed with the Superior Comt for the County of Santa Clara, State of California. Consultant must comply with the claims filing requirements under the Government Code prior to filing a civil action in comt. If a dispute arises, Consultant must continue to provide the Services pending resolution of the dispute. If the Paities elect arbitration, the arbitrator's award must be supp01ted by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City files a complaint or cross-complaint, or pursues arbitration, appeal, or other proceeding to enforce its rights or a judgment in connection with this Agreement, the prevailing paity will be entitled to reasonable attorney fees and costs. This attorney fee provision does not apply to legal actions initiated by Consultant or Subconsultant. This Section survives tennination of this Agreement. 19. THIRD PARTY BENEFICIARIES There are no intended third paity beneficiaries of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of any breach shall not be deemed to constitute waiver of another term, provision, covenant or condition, or a subsequent breach, whether of the same or a different character. 21. ENTIRE AGREEMENT This Agreement and all its Sections represent the full and complete understanding of every kind or nature between the Patties, and supersedes any other agreements and understandings, either oral or written, between the Patties. Any modification of this Agreement will be effective only if in writing and signed by each Paity'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. 22. INSERTED PROVISIONS Each contractual provision or clause that may be required by law is deemed to be included and will be infeITed in this Agreement. Either party may request an amendment to cure any mistaken inse1tion or omission of a required provision. 23. HEADINGS The headings in this Agreement are for convenience only, are not a patt of the Agreement and in no way affect, limit or amplify the tern1s or provisions of this Agreement. Pr ojec t On Ca ll Design Review kfaster D es ig n Profess io nal Agree m ent/ R ev. 1\1ay . 2 01 8 Page 8 of 10 24. SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a paiiicular situation, is found by the comi to be void, invalid, illegal or unenforceable, such tenn or provision shall remain in force and effect to the extent allowed by such rnling. All other tern1s and provisions of this Agreement or their application to specific situations shall remain in full force and effect. 25. SURVIVAL All provisions which by their nature must continue after the Agreement ends, including without limitation those referenced in specific Sections herein, survive this Agreement and shall remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal delivery or the date confinned by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupe1iino 10300 ToITe Ave. Cupe1iino CA 95014 Attention:Ben Fu ------------- Email: benjaminfu @cupe11ino .org 27. VALIDITY OF CONTRACT To Consultant: Cannon Design Group 700 Larkspur Landing Circle , Suite 199 Larkspur , CA 94939 Attention: Larry Cannon Email: cdgplan@pacbell.net This Agreement is valid and enforceable only if it complies with the contract provisions of Cupe1iino Municipal Code Chapters 3.22 and 3.23, is signed by the City Manager or authorized designee, and is approved for form by the City Attorney's Office. 28. EXECUTION The person executing this Agreement on behalf of Consultant represents and wa1Tants that Consultant has full 1ight, power, and authority to enter into and caITy out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Consultant. This Agreement may be executed in counterpaiis , each one of which is deemed an original and all of which, taken together, constitute a single binding instrnment. P roj ect 011 Cafl D esign R eview Afa ster D esign Profess ional Agreem ent/ R ev. May . 2018 Page 9 of 10 IN WITNESS ,vHEREOF, the parties have caused the Agreement to be executed . CONSULTANT A California Corporation Name Larry Cannon Title Pr es ident Date _ August 8, 2018 Tax!.D.N o.: 94-3115940 Projec t ED AS TO FORM: :i.>,,_JJ 11-1'-{-ce ',if~ ~ K-!~-IV On Call Design R eview CITY OF CUPERTINO A Municipal Corporation By Ad<§b;a~ Name Aarti Shrivastava Title Assistant City Manager Date tJe/;o/Jg • 7 ATTEST: LA ~ ~r GRACESCHMI City Clerk . M aster D esign Professional Agreemen t/ R ev. M ay. 2 018 Page 10 of 10 EXHIBITC CQG , CANNON DESIGN GROUP August 2, 2018 Abby Ayende Community Development Department City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 RE: On-Call Design Review Services Dear Abby: ARCHITECTURE PLANNING URBAN DESIGN This letter constitutes a proposal to continue on-call architectural design review services for the City of Cupertino. It is based on the process and products that I have provided to the City for the past sixteen years on over 250 indi- vidual reviews. SCOPE OF SERVICES AND COMPENSATION Scope of Services: Consultant shall provide "on-call" design review consulting services as requested by City for various projects in Cupertino. I, Larry Cannon , will personally provide all services under this contract. The typical scope of services for individual project reviews is summarized in attached EXHIBIT A. Compensation: City shall compensate Consultant for professional services in accordance with the terms and conditions of this Agreement based on the rates and compensation schedule set forth below. Compensation shall be calculated based on the hourly rates set forth below up to the not to exceed budget amounts set forth below. The compensation to be paid to Consultant under this Agreement for all services from July l, 2018 through June 30, 2022 as described under Exhibit A shall not exceed a total of ONE HUNDRED AND TWENTY THOUSAND DOLLARS ($120,000.00), and shall not exceed THIRTY THOUSAND DOLLARS ($30,000) in any single fiscal year starting on July 1, 2018. Hourly Rates: 2018-2019: $135/hour, on an as-needed basis, up to and not to exceed $30,000. 2019 -2020: $140/hour, on an as-needed basis, up to and not to exceed $30,000. 2020-2021: $145/hour, on an as-needed basis, up to and not to exceed $30,000. 2021-2022: $150/hour, on an as-needed basis, up to and not to exceed $30,000. Title: "On-Call" Design Review Consultation Services Invoices: In order to request payment, Consultant shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including a summary of work performed, hours worked, and reimbursable expenses). 700 LARKSPUR LAND I NG CIRCLE. SU ITE 199. LARKSPUR . CA. 94939 TEL: 415.331.3795 CDGl'LAN@l'ACBELL.NET Reimbursable Expenses: O n-Call D es ign Review Servic es Proposal August 2, 20 18 Page 2 Normal project related reimbursable expenses such as printing, postage, delivery services, long distance phone calls, mileage, meeting attendance, and special project-related supplies . Direct expenses will be billed at direct ex- penses plus 15%. Insurance: 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2 ,000,000 per occurrence (ISO Form CG 00 01). 2 . Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage . 3. Workers' Compensation: As required by the State of California, with St atutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease . 4 . Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $1,000,000 per occurrence or $1,000 ,000 aggregate . Note: This is the coverage required in all previous contracts with the City of Cupertino, and is equal to the maxi- mum coverage required by all other municipalities for whom I provide services. TI1e coverage is consistent with the scope of services in the contract which is limited to design review advice provided to city staff and does not include any work involving construction documents or specifications. Additional Services: Consultant shall provide additional se rvices o utside of the services identified in Exhibit A only by advance wr itten authorization from the City's Project Manager prior to commencement of any additional services . Consultant shall submit, at the Project Manager's request, a detailed written proposal including a description of the scope of additional services, schedule, and proposed maximum compensation. Sincerely, CANNON DESIGN GROUP C9f~~~ Larry Cannon President CANNON D ES IGN GROU P 700 LARKSP U R LAND I NG C l RCL E . SU ITE 199 . LAR l<S PU R . CA . 9493 9 EXHIBIT B EXHIBIT A Typical Project Review Scope of Work 1. Download PDF digital project drawings e-mailed by staff. 2. Acknowledge receipt of staff-provided Service Order Form. O n-Call D es ign Rev iew Services Propos al Augu st 2, 201 8 Page 3 3. Print copies of th e drawings and convert th e digital files to JPEG format for use in the visual identification of concerns and issues and as base drawings for recommendations. 4. Preliminarily review the site context utilizing Google Earth and Google Street View. 5. Conduct a preliminary review of the project to identify potential issues or concerns. 6. Request staff to identify any initial staff concerns that they have with the project. 7. Crop and import site plan, floor plan, elevation and streetscape drawings into a Core!Draw program file. 8. Prepare diagrams over the base drawings to identify significant issues and concerns . 9. Explore potential alternative design approaches to address the identified issues and concerns. 10. Prepare design diagrams to illustrate my recommendations to staff for discussion with the applicant. 11. Search my extensive digital files of examples in other communities collected over time to find graphic illustrations related to the recommendations. The combination of graphic illustrations over the applicant's drawings and the use of photo examples will provided clear communications of reasonable solutions to staff, applicant and the Planning Commission for consideration in addressing identified concerns. 12. Provide review comments and recommendations to staff. These will normally be provided to staff in the form of e-mail review comments along with graphic illustrations provided in a digital PDF format. When requested, the comments, recommendations and illustrations will be provided in a formal review letter format. TI1e content of the reviews will generally follow the following format: • Neighborhood Context Aerial photo with identification of the site location and photos of the site and surrounding structures • Issues and Concerns Annotated applicant drawings with issues and concerns graphically called out • Recommendations Recommended changes over annotated applicant drawing along with photo images illu strating similar solu- tions in other locations 13. Conversion of the recommendations to a PDF format for e-mail transmittal to staff. • As necessary, consult by telephone with the staff planner. 14. Provide follow-up reviews of applicant's project changes, if requested by staff. Other Services Consultant may provide other review and planning services if requested by CITY, and outlined in a formal scope of work approved by CITY. CANNON DESIGN GROUP 700 LARKSf>UR LANDING CIRCLE. SUITE 199. LARKSPUR. CA. 94939 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, prope1iy damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and adve1iising injmy with limits no less than $2,000,000 per occurrence (ISO F01111 CG 00 01 ). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Fann CG 25 03 or 25 04) or it shall be twice the required occurrence lin1it. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimmn coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Consultant's policy shall be "primmy and non-contributo1y," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Forni CG 20 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set fo1ih 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-contributo1y basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and prope1ty damage. 3. Workers' Compensation: As required by the State of California, with Statuto1y Limits and Employer's Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. 0 Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five ( 5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase "extended rep01iing" coverage for a minimum of five (5) years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance R equirements for D es ign Professionals & Consultants Contracts Form Updat ed Feb. 2018 1 Additional Insured Status The City of Cupe1iino, its City Council, officers , officials , employees , agents, servants and volunteers ("Additional Insureds") are to be covered as additional insureds on Consulta nt's CGL policy. General Liability coverage can be provided in the fonn of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10 (11 / 85) or both CG 20 10 and CG 20 3 7 fonns, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insmance. Any insurance or self-insurance maintained by City, its officers, officials , employees , or volunteers shall be excess of Consultant 's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be 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 Consultant waives any right to subrogation against City/ Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers ' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants . This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/ Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an AM. Best Rating of A-VII, or better. Verification of Coverage Consultant must furnish acceptable insurance ce1iificates and mandatory endorsements ( or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to conm1encement of the Contract. City retains the right to demand ve1ification of compliance at any time duringthe Contract tem1 . Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimmns shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant. Adequacy of Coverage City reserves the 1ight to modify these insurance requirements/coverage based on the nature of the 1isk, prior expe1ience , insurer or other special circumstances, with not less than ninety (90) days p1ior written notice . Ex h. D-Jn surance R equiremen ts.fo r D es ign Profess io nals & Co n sultants Co ntra cts F o rm Upda ted F eb . 2 01 8 2 Abby Ayende From: Araceli Alejandre Sent: To: Wednesday, August 08, 2018 11:15 AM Abby Ayende Subject: RE: Contract Extension Categories: Red Category Hi Abby, We will accept Professional Liability insurance coverage of lM for this contract ex t ension . Please print and include t his email with the contract extension when submitting for Rocio's signature. Thank you! -Araceli From: Abby Ayende Sent: Friday, August 03, 2018 1:18 PM To: Araceli Alejandre <AraceliA@cupertino .org> Subject: RE: Contract Extension Yes From: Araceli Alejandre Sent: Friday, August 03, 2018 12:24 PM To: Abby Ayende <AbigailA@cupertino.org> Subject: RE: Contract Extension Abby, Consultant is only seeking review and consideration of red ucing Professional Liability insurance to lM, is this correct? Thanks Araceli From: Abby Ayende Sent: Thursday, August 02, 2018 4:52 PM To: Araceli Alejandre <AraceliA@cupertino .org> Subject: FW: Contract Extension Hi Araceli, Attached is the scope of services you requested to review. Thanks, Abby 1 From: Larry Cannon [mailto:cdgplan@pacbell.net] Sent: Thursday, August 02, 2018 4:24 PM To: Abby Ayende <AbigailA@cupertino .org> Subject: Re: Contract Extension Hi Abby Attached is the proposal that Haley had originally requested. It includes the scope of services and insurance information. Please let me know if you need anything more. Larry Larry Cannon CANNON DESIGN GROUP 700 Larkspur Landing C ircle Suite 199 Larkspur, CA 94939 (415) 331-3795 From: Abby Ayende <AbigailA@cupertino.org> To: "'cdgplan@pacbell.net"' <cdgplan@pacbell.net> Sent: Thursday, August 2, 2018 9:43 AM Subject: RE: Contract Extension Hi La rry , I will be assist in g you with this contract. In order to waive the $2 million please email me your scope of serv ice s and I will forward it to the City Attorney's review. I also processed your invoice for payment. Thank you , Abby Ayende Community Development C ity of Cupertino P: 408-777-7601 I F: 408-777-3333 10300 Torre Avenue, Cupertino , CA 95014 From: Haley McKee Sent: Thursday, August 02, 2018 6:45 AM To: Abby Ayende <AbigailA@cupertino .org> Subject: FW: Contract Extension Hey Abby , This is one of the ones that was in limbo with A raceli and insura nce requirements. Larry 's question is below and I had emailed Araceli about It a few times but never really heard back ... Attached is an invoice that he said was never paid (I think this is a planning thing?). Haley McKee 2 P e rm it T e chn icia n City of Cupertino I Community Development 10300 Torre Avenue, Cupertino, CA 95014 408-777-32461 Haleym@cupertino.org From: Larry Cannon [mailto :cdgplan@pacbell.net] Sent: Wednesday, August 01, 2018 5 :09 PM To: Haley McKee <HaleyM@cupertino.org> Subject: Re : Contract Extension H i Ha ley I re ce iv e d this email fro m yo u a mo nth and a h alf ago . Any upd ate on thi s? A l so , ch eckin g on an unp a id in vo ic e date d June 4: Invo ice 1804 5 762 3 Sq ui rewo od Way fo r $1,890.00 . A cop y of th e invo ice is att ac h ed . LaiTy Larry Cannon CANNON DES IGN G R OUP 700 L arkspur Landing Circl e Su it e 199 L arksp ur, CA 94939 (4 15) 33 1-3 795 From: Haley McKee <HaleyM@cupertino .org> To: 'Larry Cannon' <cdgplan@pacbell.net> Cc: CDDlnvoices <CDDlnvoices@c upert ino .org > Sent: Monday , June 18 , 2018 2:27 PM Subject: RE : Contract Extension Hi Larry , I had forwarded your email to our Attorney 's office to see what their regulation were on this . I am currently waiting to hear back and I will keep you posted . Thanks! Haley McKee Administrative Assistant City of Cupertino I Community Development 10300 Torre Avenue , Cupertino , CA 95014 408-777-32461 Haleym@cupertino .org From: Larry Cannon [ma ilto :cdgplan@pacbell.net] Sent: Monday, June 18, 2018 2 :08 PM To: Haley McKee <HaleyM@cupertino .org> Subject: Contract Extension Hi Haley I sent the email message below to you last week , and have been waiting for a reply before moving forward . An update from my end is that I can accommodate all of the insurance requirements except for the Professional Liability doubling of coverage. As noted previously, my services to the city have neve r included any work that has involved construction documents or specifications that are the usual services that lead to larger coverage amounts . I would request that the Professional Liability coverage 3 for COG remain at the level that it has been in the past 16 years . Please reply to this email so that I will know that it has been received. Thank you. Larry Hi Haley I am working on that. There is, however, one significant issue. The insurance requirements for General Liability and Professional Liability are double the current contract requirement and double that of all other service contracts that I have with other cities in the Bay Area . I am checking with my insurance broker on that, but early indications are that the additional cost would not be warranted given the type of work I do for the city and the annual amount of revenues related to that work. Could you please check to determine if the current $1 Million limits (rather than the $2 Million shown in the Exhibit D that you forwarded) can be applied to this contract. Unlike normal architectural and engineering work, the work that I do for the city is strictly advice to staff, and involves no construction documents or products that are likely to lead to claims. If the answer to that is yes, I can provide the information you need right away. Thank you. Larry Larry Cannon CANNON DESIGN GROUP 700 Larkspur Landing Circle Suite 199 Larkspur, CA 94939 (415) 331-3795 T ot )ll C ontro l Pa nel To : a bigai la@.cu pertin o .org F rom : cdgp lan@.pac be ll.net Re move thi s sen der from my a ll ow li st You received this message be cause the se nder is on your allow list. 4 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDDNYYY) ~ 06/10/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Cora Lim NAME : SelectSolutions Insurance Services ft,gNJ0 Extl: (866)500-6359 I r:,t Nol: (925)951-0077 1107 Investment Blvd E-MAIL coral@selectsolutionsins.com ADDRESS : Suite 100 INSURER(S) AFFORDING COVERAGE NAIC # El Dorado Hills CA 95762 INSURER A: Sentinel Insurance Company, Ltd. 11000 INSURED INSURER B : Hartford Accident and Indemnity Company 22357 Cannon Design Group INSURER C: Continental Casualty Company 20443 21742 Don Gee Ct INSURER D: 199 INSURER E: Santa Clarita CA 91350 INSURER F: COVERAGES CERTIFICATE NUMBER: CL 1861030799 REVISION NUMBER: THIS IS TO C ERTIFY 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 WIHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN , THE INSURANCE AF FORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS , EXCLUS IONS A ND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PA ID CLAIMS. INSR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDNYYY) IMMIDDNYYYI LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1 ,000,000 -:::::J CLA IMS-M ADE [8] OCCUR DAMAGE TO REN I c:u -PREMISES (Ea occurrence\ $ 1 ,000 ,000 MED EXP (A ny one person) s 10,000 -A y 57SBAAM4119 06/21/2018 06/21/2019 PERSON AL & ADV INJUR Y s 1 ,000 ,000 - GEN'L AGGREG ATE LI MIT APPLIES PER : GENERAL AGG REG ATE s 2 ,000,000 ~ POLICY Dr:& DLOC PRODUCTS -COMP/OP AGG $ 2 ,000,000 OTHER : s AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT s 1,000,000 (Ea accident) -X ANY AUTO BODILY INJURY (Per person) s --OWNED SCHEDU LED y 57UECKC0296 B AUTOS ONLY AUTOS 06/21/2018 06/21 /2019 BODILY INJURY (Per accident) s -HIRED x NON-OWNED PROPERTY DAMAG E X AUTOS ONLY AUTOS ONLY (P er accident) s -- s UMBRELLA LIAS H OCCUR EACH OCCURRENCE $ -NIA EXCESS LIAS CLAIMS-MADE AGGREGATE s DED I I RETENTION $ s WORKERS COMPENSATION XI ~ffTUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN A ANY PROPRIETOR/PARTNER/EXECUTIVE ~ N/A 57WECKU5050 06 /01 /2 018 06/01 /2019 E.L. EACH ACC IDENT s 1 ,000 ,000 OFFICER/MEMBER EXC LUDED ? (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ 1 ,000 ,000 If yes , describe under s 1 ,000 ,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT PROFESSIONAL LIABILITY C MCH288377508 06/01/2018 06/01/2021 PER CLAIM $1 ,000 ,000 AGGREGATE $1,000 ,000 DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re : As Per Contract or Agreement on File with the Insured . City of Cupertino is named as additional insured on General Liability and Automobile Liability policies if required by written contract per the attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torree Ave. AUTHORIZED REPRESENTATIVE Cupertino CA 95014 y~ {)~ I © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered ma rk s of ACORD POLICY NUMBER 57 SBA AM4119 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. -Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension -Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: Form SS 00 08 04 05 © 2005, The Hartford (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period; and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim : (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Page 1 of 24 BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bod ily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician , dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse , emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent ; or (3) Because of your operations ; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to Page 2 of 24 examination , at our expense, by physicians of our choice as often as we reasonably require . b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle , or any "suit" against an insured we defend : (1) All expenses we incur . (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work . (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance , we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance . Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured ; (3) The obligation to defend , or the cost of the defense of, that indemnitee , has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee ; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation , settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices , summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee ; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee ; and (b) Provides us with written authorization to : (i) Obta in records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee , necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions , such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance . Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements ; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above , are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to : a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage "; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage " or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale , gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages . d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or Page 4 of 24 (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child , parent , brother or sister of that "employee" as a consequence of (1) above . This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building , or equipment that is used to heat water for per_sonal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable , if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured wrth respect to your ongoing operations performed for that additional insured at that premises, srte or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured , other than that additional insured; or Form SS 00 08 04 05 (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is · or was at any time used by or for any insured or others for the handling, storage , disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored , treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises , site or location in connection with such operations by such insured , contractor or subcontractor. However , this subparagraph does not apply to: (i) "Bodily injury" or "property Form SS 00 08 04 05 damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical , hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels , lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them . This exception does not apply if the "bod ily injury" or "property damage" arises out of the intentional discharge , dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels , lubricants or other operating fluids are brought on or to the premises , site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor ; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor ; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured 's behalf are performing operations if the operations are to test for, monitor, clean up, remove , contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss , cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove , contain, treat , detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for , monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement , or such claim or "suit" by or on behalf of a governmental authority . Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance , use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring , employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to : (1) A watercraft while ashore on premises you own or rent ; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge ; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary , excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: (1) The transportation of "mob ile equipment" by an "auto" owned or operated by or rented or loaned to any insured ; or Page 6 of 24 (2) The use of "mobile equipment" in , or while in practice or preparation for , a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of : (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power , or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to : (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory , inspection , architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction ; (5) Any health or therapeutic service treatment, advice or instruction ; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing , preparation , fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation , fitting.demonstration or distribution of ophthalmic lenses and similar products; (9) Any : (a) Body piercing (not including ear piercing); (b) Tattooing , including but not limited to the insertion of pigments into or under the skin; and (c) Similar services ; (10) Services in the practice of pharmacy ; and (11) Computer consulting , design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. -Coverages. k. Damage To Property "Property damage" to : (1) Property you own, rent or occupy , including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell , give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises , rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied , rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators . Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured , arising out of : (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property aris ing out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use . Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal , recall, inspection, repair, replacement, adjustment, removal or disposal of : (1) "Yourproduct"; (2) "Your work"; or (3) "Impaired property"; if such product , work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral , written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period ; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract , except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity . Page 8 of 24 However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan , unless the slogan is also a trademark, trade name , service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work ; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting , publishing or telecasting ; (b) Designing or determining content of web sites for others; or (c) An Internet search , access, content or service provider. However , this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. - Liability And Medical Expenses Definitions . For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising , broadcasting, publishing or telecasting ; (9) Arising out of an electronic chat room or bulletin board the insured hosts , owns , or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address , domain name or metatags , or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site ; (b) Placing a link to a web site of others on your web site ; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code , software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion , evaluation, reassignment , discipline, defamation, harassment, humiliation or discrimination directed at that person ; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed . This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements , loss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request , demand , order or statutory or regulatory requirement that any insured or others test for, monitor, clean up , remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law ; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation , other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting , communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. -Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies . d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law . e. Athletics Activities To a pe rson injured while practicing , instructing or participating in any physical exercises or games , sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual , you and your spouse are insureds , but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture , you are an insured. Your members , your partners, and their spouses are also insureds , but only with respect to the conduct of your business . c. A limited liability company, you are an insured. Your members are also insureds , but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers . d. An organization other than a partnershi p, joint venture or limited liability company , you are an insured . Your "e xecutive off icers" and directors are insureds , but only with respect to their duties as your officers or directors. Your stockholders are also insureds , but only with respect to their liability as stoc kholders. Page 10 of 24 e. A trust , you are an insured . Your trustees are also insureds, but only with respect to their duties as trustees . 2. Each of the following is also an insured : a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business , or your "employees", other than either your "executive officers" (if you are an organization other than a partnership , joi nt venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while perform ing duties related to the conduct of your business . However , none of these "employees" or "volunteer workers " are insureds for : (1) "Bodily injury" or "personal and advertising injury ": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business ; (b) To the spouse, child, parent, brother or sister of that · co- "employee" or that "volunteer worker " as a consequence of Paragraph (1)(a) above ; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services . (2) "Property damage" to property : (a) Owned, occupied or used by , Form SS 00 08 04 05 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die , but only : (1) With respect to liability arising out of the maintenance or use of that property ; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such . That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50 % of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50 % of the voting stock , will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only unti l the 180th day after you acquire or form the organization or the end of the policy period , whichever is earlier; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to : (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liabil ity . However , no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge , any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee " of the person operating the watercraft ; or b. "Property damage" to property owned by , rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision . 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organizatibn(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed , in a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision , that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement , or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such 'person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part , including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions : Page 12 of 24 This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumpt ion of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor ; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration , testing, or the substitution of parts under instructions from the manufacturer , and then repackaged in the original container; (e) Any failure to make such inspections, adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business , in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections , adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products . (2) This insurance does not apply to any insured person or organization from whom you have acquired such products , or any ingredient, part or container , entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds , this insuran ce does not apply to any "occurrence" which takes place after you cease to lease that equ ipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises , but only with respect to liability arising out of the ownersh ip, maintenance or use of that part of the land or premises leased to you. (2) With resp ect to the insurance afforded to these additional insureds, th is insurance does not apply to : (a) Any "occurrence" which ta kes place after you cease to lease that land or be a tenant in that premises ; or (b) Structural alterat ions , new construction o r demolition operations performed by or on behalf of such person or o rganization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bod ily injury", "property damage " or "personal and advertising injury" caused , in whole or in part , by your acts or om issions or the acts or omissions of those acting on your behalf : (a) In connection with your premises ; or (b) In the performance · of your ongoing ope rations performed by you or on your behalf . (2) W ith respect to the insurance afforded to these additional insureds , the following additional exclusion app lies : Th is insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the render ing of or the failure to render any professional servi ces by or for you, including : (a) The preparing , approving , or failure to prepare or approve , maps , shop drawings , opinions , reports, surveys , field orders , change orders , designs or drawings and specificat ions ; or (b) Supervisory, insp ection , architectural or engineering activities . Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or pol itical subd ivision , but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds , this insurance does not apply to : (a) "Bod i ly injury ", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality ; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your acts or omissions or the acts or omissions of those act i ng on your behalf: (a) In the performance of your ongoing operations ; (b) In connection with your premises owned by or rented to you; or (c) In connect ion with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured ; and (ii) This Co verag e Part provides coverage for "bodily injury" or "prop e rty damage " included within the "products- compl eted operations hazard". (2) With respect to the insurance afforded to these additional insureds , th is insurance does not apply to: "Bodily in j ury", "property damage" o r "personal and advertising injury" arising out of the rendering of , or the failure to render , any professiona l architectural , eng ineering or surv eying services , including : Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change . orders, designs or drawings and specifications; or (b) Supervisory, architectural activities. or inspection, engineering The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership , joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: . a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations . This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots , or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad . Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire , lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations . 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations . 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises , while rented to you, or in the case of damage by fire , lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner . In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these . 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of : a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations . Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an addit ional period of less than 12 months . In that case , the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance . E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under th is Coverage Part . 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim . To the extent possible , notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses ; and (3) The nature and location of any injury or damage ans1ng out of the "occurrence" or offense . b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received ; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other invo lved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immed iately send us copies of any demands , notices , summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request , in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will , except at that insured 's own cost, voluntarily make a payment , assume any obligation, or incur any expense, other than for first aid , without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However , this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense , claim or "suit" is known to : (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership ; (3) Any manager , if you or an additional insured is a limited liabil ity company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation ; (5) Any trustee, if you or an additional insured is a trust ; or (6) Any elected or appointed official , if you or an additional insured is a political subdivision or public entity. Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law , the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and lim its of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability , uninsured motorists , under insured motorists , no-fault or other coverage required by any motor vehicle law . We will provide the required limits for those coverages . 4. Legal Action Against Us No person or organization has a right under this Coverage Form : a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with . A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative . 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties · specifically assigned in this policy to the first Named Insured, this insurance applies : a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete ; (2) Those statements are based upon representations you made to us ; and Page 16 of 24 (3) We have issued this policy in reliance upon your representat ions . b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of th is Coverage Part , we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part , our obligations are limited as follows : a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below . b. Excess Insurance This insurance is excess over any of the other insurance , whether primary, excess, contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporar ily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft , "autos" or watercraft to the extent not subject to Exclus ion g. of Section A. -Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages . Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages ans1ng out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance ; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary . If other insurance is also primary, we will share with all that other insurance by the method described in c. below . (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance . Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess , we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance , we will pay only our share of the amount of the loss , if any , that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance ; and (2) The total of all deductible and self- insured amounts under all that other insurance . We will share the remaining loss , if any , with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also . Under this approach , each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares , we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us . The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage . b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under th is Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organ ization in a contract , agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations , one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply , Paragraph 6. (Additional Insureds When Required by Written Contract , Written Agreement or Permit) of Section C., Who Is An Insured , does not apply to the person or organization shown in the Declarations . These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your acts or om issions or the acts or om issions of those acting on your behalf: a. In the performance of your ongoing operations ; or b. In connection with your premises owned by or rented to you. 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Add itional Insured - Designated Person Or Organization ; but only with respect to liability arising out of the owne rship, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply : This insurance does not apply to : (1) Any "occurrence" which ta kes place after you cease to be a tenant in that premises ; or (2) Structural alterations, new Page 18 of 24 construction or demolition operations performed by or on behalf of such person or organization . 3. Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Addit ional Insured - Grantor Of Franchise , but only with respect to their liability as grantor of franchise to you . 4. Additional Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an addit ional insured the person(s) or organization(s) shown in the Declarations as an Additional Insu red -Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your maintenance , operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds , th is insurance does not apply to any "occurrence " which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarat ions as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased , but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds , the following additional exclusions apply : This insurance does not apply to : (1) Any "occurrence " that takes place after you cease to lease that land ; or (2) Structural alterations , new construction or demolition op erations performed by or on behalf of such person or organization. 6. Additional Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Political Subdivision - Permits, but only with respect · to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard . 7. Additional Insured -Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person( s) or organization( s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration , testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments , tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products . (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into , accompanying or containing such products . 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of : a. Their financial control of you; or b. Premises they own , maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations , new construction and demolition operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner , Lessees Or Contractors , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the add itional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failu re to render , any professional architectural, engineering or surveying services , including: (1) The preparing, approving, or failure to prepare or approve, maps , shop drawings , opinions, reports, surveys , field orders, change orders , designs or drawings and specifications ; or (2) Supervisory, inspection , architectural or engineering activities . 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured -Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions . G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of induc ing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine ; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods , products or services for the purposes of inducing the sale of goods , products or services; or c. Any other publication that is given widespread public distribution . However , "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form . 4. "Auto" means a land motor vehicle , trailer or semi-trailer designed for travel on public roads , including any attached mach inery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness ; or c. Disease sustained by a person and , if arising out of the above, mental anguish or death at any time . 6 . "Coverage territory" means : Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above ; (2) The activities of a person whose home is in the territory described in a . above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information , facts or programs: a. Stored as or on ; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives , cells , data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be . 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient , inadequate or dangerous; or Form SS 00 08 04 05 BUSINESS. LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means : a . A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. -Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation , as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds , tunnel, underpass or crossing. However , Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps , shop drawings, opinions, reports, surveys, field orders, change orders , designs or drawings and specifications; or (b) Giving directions or instructions , or failing to give them , if that is the primary cause of the injury or damage; or (2) Under which the insured , if an architect, engineer or surveyor , assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services , including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading " means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment " means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers , farm machinery , forklifts and other vehicles designed for use principally off public roads ; b. Vehicles maintained for use solely on or ne xt to premises you own or rent ; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not , on which are permanently mounted: Page 22 of 24 (1) Power cranes, shovels , loaders , diggers or drills ; or (2) Road construction or resurfacing equipment such as graders , scrapers or rollers ; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying , welding, build i ng cleaning , geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1 ,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal ; (b) Road maintenance, but not construction or resurfacing ; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators , including spraying , welding, building cleaning , geophysical exploration , lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury , including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest , detention or imprisonment; b. Malicious prosecution ; Form SS 00 08 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies , committed by or on behalf of its owner, landlord or lessor ; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods , products or services ; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person . 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled , reconditioned or reclaimed . 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned . However, "your work" will be deemed to be completed at the earliest of the follow ing times : (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site . (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete , will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property , unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you , and that condition was created by the "loading or unloading" of that vehicle by any insured ; or (2) The existence of tools , uninstalled equipment or abandoned or unused materials . 20. "Property damage" means : a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured . All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition , "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged . "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who : a. Is not your "employee"; Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you ; and d. Is not paid a fee , salary or other compensation by you or anyone else for their work performed for you . 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured , sold , handled , distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products . b. Includes : (1) Warranties or representations made at any time with respect to the fitness, quality , durability , performance or use of "your product"; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions . c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25 . "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials , parts or equipment furnished in connection with such work or operations . b. Includes: (1) Warranties or representations made at any time with respect to the fitness , quality , durability , performance or use of "your work"; and (2) The prov iding of or failure to provide warnings or instructions . Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED AND RIGHTS OF RECOVERY AGAINST OTHERS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM A . Any person or organization whom you are required by contract to name as additional insured is an "insured" for LIABILITY COVERAGE but only to the extent that person or organization qualifies as an "insured" under the WHO IS AN INSURED provision of Section II -LIABILITY COVERAGE. B . For any person or organization for whom you are required by contract to provide a waiver of subrogation , the Loss Condition -TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US is applicable . Form HA 99 13 01 87 Printed in U.S.A. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This endorsement changes the policy effective on the Inception Date of the policy unless ano th er date is indicated below : Policy Number: 5 7 SBA AM4 ll 9 SC Named Insured and Mailing Address; CANNON DESIGN GROUP 21742 DON GEE CT SANTA CLARITA CA 91350 Policy Change Effective Date: 06/21/18 Effective hour is the same as stated in the Declarations Page of the Policy. Policy Change Number: 001 Agent Name: SELECTSOLUTIONS INS SERVICES LLC 101581 Code: POLICY CHANGES: SENTINEL INSURANCE COMPANY, LIM I TED ANY CHANGES IN YOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT. IF YOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM YOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL. NO PREMIUM DUE AS OF POLICY CHANGE EFFECTIVE DATE LIABILITY AND MEDICAL EXPENSES ARE REVISED LIABILITY AND MEDICAL EXPENSES LIMIT IS CHANGED FROM $1,000,000 EACH OCCURRENCE TO $2,000,000 EACH OCCURRENCE PERSONAL AND ADVERTISING INJURY L IMIT IS CHANGED FROM $1 , 0 0 0 , 0 0 0 TO $ 2 , 0 0 0 , 0 0 0 PRO RATA FACTOR: 1.000 THIS ENDORSEM ENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12110405 T Process Date: o 6 / 1 3 / 18 Page 001 (CONTINUED ON NEXT PAGE) Policy Effective Date: 06/2 1 /1 8 Policy Expiration Date: 06/21/19 POLICY CHANGE (Continued) Policy Number: 57 SBA AM4119 Policy Change Number: 001 AGGREGATE LIMITS: PRODUCTS -COMPLETED OPERATIONS AGGREGATE LIMIT IS CHANGE D FROM $ 2 , 0 0 0 , 0 0 0 TO $ 4 , 0 0 0 , 0 0 0 GENERAL AGGREGATE LIMIT IS CHANGED FROM $2,000,000 TO $4,000 ,000 Form SS 12110405 T Process Date: 06/13/18 Page 002 Policy Effective Date: 06/21/18 Policy Expiration Date: 06/21/19