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19-016 SCI Consulting Group, for Public Outreach for Storm Water Funding Initiative
CITY OF II PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1. PARTIES This Agreement is mad e and entered into as of _J_a_n_u_a_ry.,__1_7-'--, _2_0_1_9 ___________ _ ("Effec tive Date ") by and between the City of Cupertino , a municipal corporation ("City"), and SCI Consulting Group ("Contractor"), a Cor oration for Public Outreach and Financial Engineering for Stormwater Funding [nitiative 2. SERVICES Contractor agrees to provide the services and perform the ta sks ("Services") set forth in detail in Scope of Services , attached here and incorporated as Exhibit A. 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on August 30, 2019 ("Contract Time "), unless terminated earlier as provided herein. Contractor's Services shall begin on January 21, 2019 and shall be completed by August 1, 2019 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance , attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time , resources , and qualified staff to deliver the Services on time. 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ 140 ,500.00 ("Contract Price "), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor 's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Services , Contractor must s ubmit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any fut1her payment or other obligations under the Agreement. Proj ec t Public Outreach, and Financial Engineering for Stormwater Funding Initiative Page l of 8 Profess ional/Consulting Contra cts !Versi on: Mar 22, 20 /8 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee , partner, or joint venture of C ity . Contractor is so le ly respon s ible for the means and methods of performing the Services and for the person s hired to work under this Agreement. Contractor is not entit led to health benefits , worker 's compensation or ot her benefits from the City . 5 .2 Contractor's Qualifications. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skil ls to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of it se lf and its subcontractors that they are properly licensed , registered , and /o r certified to perform th e Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Co nt ractor 's employees are authorized to work under thi s Agreement. Prior written approva l from C it y is required for any subcontractor, and the terms and condit ions of this Agreement w ill apply to any approved subcontractor. 5 .5 Tools, Materials and Equipment. Contractor will supply all tool s, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor mu st pay in come taxes on the money earned und er this Agreement. Upon City's request, Contractor w ill provide proof of payment and will indemnify City for vio lations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City , which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City in formation provided by City to Contractor and use it on ly to perform this Agreement. Co nt ractor sha ll exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect it s own proprietary data. 7. OWNERSHIP OF MATERIALS 7 .1 Property Rights. Any intere st (inc ludin g copyright interes ts) of Contractor in any product, memoranda , study, report , map , plan, drawing , specification , data , record , document or other information or work, in any medium (co llectively , "Wo rk Product"), prepared by Contractor in connection with this Agreement will be the excl usi ve property of the City and shall not be shown to any third-party without prior written approva l of City . 7.2 Copyright. To the extent permitted by Tit le 17 of U.S . Code, a ll Work Product arising out of this Agreement is cons id ered "works for hire " and a ll copyrights to the Work Prod uct wi ll be the property of City . A lt ernatively , Contractor assigns to C it y all Work Product copy ri ght s. Contractor may use copies of the Work Product fo r promotion only with City's written approval. Proj ec t Public Outreach , and Financia l Engineering for Stormwater Funding Initiative Page 2 of 8 Projess ional!Consulting Con tra cts !Vers ion. Alar 22 , 20/8 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property , including but not limited to patented , trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights , City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others ; (c) Subsequent additions to the original Services; and /or (cl) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product , on recycled paper and copied on both sides , ex cept for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its perfonnance in accordance with generally accepted accounting principles . The records must include detailed information of Contractor's performance , benchmarks and deliverables , which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City 's final payment. 9. ASSIGNMENT Contractor shall not assign , sublease, hypothecate, or transfer this Agreement, or any interest therein , directly or indirectly, by operation of law or otherwise , without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval , which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/ SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City 's contributions in making the project possible. The words "City of Cupertino " will be displayed in all pieces of publicity , including flyers , press releases , posters , brochures, public service announcements , interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law , and except for losses caused by the sole and active negligence or willful misconduct of City personnel , Contractor shall indemnify, defend and hold Proj ec t Public Outreach , and Financial Engineering for Stormwater Funding Initiative Page 3 of 8 Pro/essional!Co ns ulting Co ntrac ts !Vers ion : Mai· 22 , 20/8 harmless Cit y, its City Cou nci l, boards and commissions , officers , offic ials, emp loyees , agents , servants , vo lunt eers and consu lt ants ("lndemnitees "), through legal counse l acceptable to City , from and against any and a ll li ab ilit y, damages , c la im s, actions, causes of act ion , demand s, charges , losses, costs and expenses (incl udin g attorney fees , legal costs and expenses related to liti gation and dispute resolution proceedings) of every nature , arising directly or indirectly from this Agreeme nt or in any manner relating to any of the fo ll ow in g: (a) Breach of contract , ob li gations , representations or warranties ; (b) Neg! igent or w illful acts or om issions committed during performance of the Services ; ( c) Personal injury , property damage , or economic loss resulting from the work or performance of Contractor or its subcontractors or sub -s ub contractors ; (d) Unauthorized use or disclosure of City's confidential and proprietary Information ; (e) C laim of infringement or viol at io n of a U.S. patent or copyright, trade secret , trademark , or service mark or ot her proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City in curs in enforc in g this provision. Contractor must accept a tender of defense upon receiving notice from City of a third-party claim , in accordance with Ca lifornia Public Contract Code Section 9201. At City 's requ est , Contractor will ass ist C it y in the defense of a c lai m, dispute or law s uit ar ising out of this Agreement. 11.3 Co ntra ctor 's duties under this section are not I im ited to the Contract Price , worke rs' compensation payments, or the insurance or bond amounts req uir ed in the Agreement. Nothing in the Agreement sha ll be construed to give rise to an impli ed right of ind em nit y in favor of Contractor against C it y or any lndemnitee. 11.4. Contractor 's payments may be deducted or offset to cover any money the City lost due to a claim or co unterc la im arising out of this Agreement , a purchase order, or other transaction. 12. INSURANCE Contractor shal l comp ly with the Insurance Requirements , attached and incorporated here as Exhibit D, and must maint a in the in suran ce for the duration of the Agreement, or lon ger as required by City . City will not exec ut e the Agreement until City approves receipt of satisfactory ce rt ificates of insurance and endorsements evidenc in g the type , amount, class of operation s covered, and the effective and expiration dates of coverage . Fa ilure to comply with this provision may result in C ity, at it s so le discretion and wit hout notice, purchasing in suranc e for Contractor and deducting the costs from Co ntra ctor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Contractor sha ll comp ly with a ll loca l, state and federal laws and regulations app lic ab le to this Agreement. Co ntract or wi ll promptly notify City of changes in the la w or othe r condit ions that may affect the Project or Contractor's abi lity to perform. Contractor is responsible for ver ifying the emp loyment a uth orization of employees performing the Services , as required by the Immigration Reform and Contro l Act. Proj ec t Public Outreach , and Financial Engineering for Stormw ater Funding Initiative Page 4 of 8 Prq/ess ional!Co ns ulting Co ntra cts !Vers ion : Ma r 22, 20/8 13.2 Labor Laws. Contractor s hall comply w ith a ll lab or laws applicable to this Ag reement. If the Scope of Services inclu des a "public works " compone nt , Contractor is required to co mpl y wit h prevailing wage laws und er Labor Code Sectio n 1720 and ot her labo r la ws. 13.3 Discrimination Laws. Co ntra ctor shall not discriminate o n the basis of race , reli g io us creed , co lor, ancest ry, natio na l origi n, eth ni city, handicap , disability , mar ital stat us, pregnancy , age, sex , gender , sex ua l or ientatio n, ge nd er id e ntity, Acq uir ed -Immun e Deficie ncy Sy ndrom e (A ID S) or any ot her prot ected c lass ifi cat ion . Co ntract or sha ll comply wit h all anti -di scr imin at io n laws , in c ludin g Gove rnm ent Co d e Sect ions 12900 and 1 1 135, and Labor Code Sections 17 35, 1777 and 3077.5. Consiste nt wit h C it y policy prohibiting hara ss ment and discrimination , Co nt ractor und ersta nds that harass ment and di sc rimin at io n directed toward a job app licant , an empl oyee , a C it y emp loyee , or any other person, by Co nt racto r o r it s empl oyees or sub-co ntra ctors will not be tolerated. 13.4 Conflicts oflnterest. Contracto r sha ll comply w ith a ll conflict of interest laws applicable to this Agree men t and must avoid any conflict of int erest. Co ntracto r wa rrant s that no public officia l, empl oyee, or m emb er of a C it y board or commission who mi ght ha ve been in vo lve d in the making of this Agree ment , has or w ill rece iv e a direct or indirec t financial interest in this Ag reeme nt , in violation of Ca li fo rnia Government Code Sect ion I 090 et se q. Co ntractor ma y be required to file a co nflict of int eres t form if Co ntract or makes certain govern menta l d ecis ions or serves in a staff capacity, as defined in Sectio n 18700 of the Ca li forn ia Code of Regulations . Co nt ractor agrees to ab id e by the Cit y's rul es gove rnin g gifts to public offic ial s and emplo yees. 13.5 Remedies. Any v io lation of Sect io n 13 constitutes a material breach and may res ult in City suspend in g payments , req uiri ng reimbursements or terminating this Agree ment. C it y reserves a ll ot her rights and remedies ava il a ble und er the law and thi s Agre ement , includin g the right t o seek indemnification under Section 11 of thi s Agree ment. 14 . PROJECT COORDINATION City Project Manager . The Cit y assigns Rorrer Lee as the C it y's representative for a ll purposes under thi s Agreeme nt , w ith aut horit y to oversee the progress and performance of the Sco pe of Services. City reserves th e ri g ht to sub st itute another Project manager at any time , an d w ith o ut prior notic e to Co ntractor. Contractor Project Manager. Subj ect to C it y approval , Co ntra cto r ass ig ns John Bliss ------as its single Representative fo r a ll purposes under thi s Agree me nt , with authority to oversee th e progress and performance of th e Scope of Serv ic es. Co ntractor 's Project manager is respons ibl e for coord in ating and scheduling th e Serv ic es in accordance w ith the Scope of Se rvi ces and the Sc hed ul e of Performance. Co ntract or must reg ul arl y upd ate the C it y's Project Manager about the progress with the work o r any de la ys , as required und er the Scope of Services. C it y written approva l is required prior to s ub st itutin g a new R epre se nt at ive . 15. ABANDONMENT OF PROJECT C it y may abandon o r postpone the Project or parts therefor at a ny tim e. Contrac tor will be co mp ensated for sa ti sfac to ry Se rvices performed throu gh the date of aba nd onm ent , and w ill be Project Public Ou tr each , and Financial Engineering for Stormwate r Funding Initiative Page 5 of 8 Professio11 al!Consulting Contracts !Version : /\lay 22. 20/S give n reaso nab le time to assemb le the work and c lose out the Services. W ith C it y 's pre-approval in writin g, the time spent in closing out the Se rvi ces w ill be co mpen sated up to a maximum of ten percent ( I 0%) of the total time expe nd ed to el ate in the performance of th e Services. 16. TERMINATION C it y may terminate this Ag reeme nt for ca use o r w ith o ut ca use at any tim e . Co nt racto r w ill be paid for satisfactory Se rv ices rendered throu gh the date of termination , but final payment vvill not be made until Co nt ractor c loses out the Services and delivers th e Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agree ment is gove rn ed by th e law s of the State of Ca lifornia. A ny la ws uit s filed related to this Ag re ement mu st be fil ed with th e Superior Co urt fo r the County of Sa nta C lara , State of Ca li fo rni a . Contractor mu st comply w ith the claims filing requirem ent s und er the Government Code prior to filing a civ il act ion in co urt. [fa di sp ut e arises , Con tr ac t or mu st continue t o pro vide the Serv ices pending reso luti on of the dispute. If the Parties elect arb itrati on, the arbitra tor 's award must be supp orte d by law and sub sta nti a l ev id ence and includ e deta il ed w ritt en findings of law and fact. 18. ATTORNEY FEES ff C it y initiates lega l act io n, files a complaint or cross-complaint, or pur sues arbitration , appeal, o r ot he r proc ee din gs to enforce it s rights or a jud gme nt in connection w ith this Agree ment , the prevailing pat1y w ill be entitl ed to re aso nab le attorney fees and costs. 19. THIRD PARTY BENEFICIARIES T here are no int end ed third party beneficiaries of this Ag reeme nt. 20. WAIVER Neither acce pt anc e of th e Services nor pa ym ent thereof shall constitute a waiver of a ny contract provision. Ci ty's wa iver of a breach shall not const itut e waiver of anoth er provision o r breach . 21. ENTIRE AGREEMENT T hi s Agree ment represe nt s th e full and complete und ersta ndin g of eve ry kind or nat ur e between the Parties, and sup e rsedes any other agreeme nt (s) and und erstandin g(s), eit her ora l or wr itt en , between th e Parti es . Any modification of this Agreement w ill be effective on ly if in writin g and s igne d by eac h Party 's auth or ize d represe nt at ive. N o ver bal agreement o r impli ed covenant w ill be valid to ame nd o r abridge this Agreement. [f there is an y in co nsiste ncy betwee n th e ma in Ag reeme nt and the attachments o r exhibits th ereto , the text of th e mai n Agree m ent shall prevail. Proj ec t Publi c Outreach, and Financial Engineering for Stormwater Funding Initi ative Page 6 of 8 Pr ojessional!Consulting Co ntracts /Vers ion: Mar 22 , 20 /8 22. INSERTED PROVISIONS Eac h provision and clause required by law for this Agreement is dee med to be included and will be inferred herein. Either party ma y reque st an amendment to cure mistaken inse1iions or omissions of required provisions. The Parties will collaborate to implement this Section , as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only , are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY IP ARTIAL INVALIDITY [f any term or provision of this Agreement, or their application to a particular situation , is found by the cou1i to be void , invalid , illegal or unenforceable , such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent . 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification , Ownership of Materials /Work Product , Records , Governing Law and Attorney Fees , shall survive the Agreement and remain in full force and effect. 26. NOTICES All notices , requests and approvals must be sent in writing to the persons below , which will be considered effective on the date of personal de I ivery or the date confirmed by a reputable overnight delivery service , on the fifth calendar da y after deposit in the United States Mail, postage prepaid , regi stered or certified, or the next busine ss day following electronic submission: To City of Cupertino I 0300 Torre Ave., Cupertino CA 95014 Attention: Roger Lee ---"'-------------Em a i I: rogerl @cupe1iino.org 27. VALIDITY OF CONTRACT To Contractor: SCI Co nsulting Group 4745 Mangels Boulevard Fairfield , CA 94534 Attention: John Bliss --------------Em a i I: John.bliss @s ci-cg.com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time , (b) is signed by the City Manage r or an authorized designee , and (c) is approved for form by the City Attorney's Office. Proj ect Public Outreac h, and Financial Eng in ee rin g for Stormwate r Fundin g Initi at ive Pag e 7 of 8 Profess ional/Consulting Co ntracts !Version: A-far 22 , 2018 28. EXECUTION The person executing this Agre e ment on behalf of Contractor represents and warrants that Contractor has full right, power , and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR Bs::v~ Name Jofn W. Bliss Title President Da~ Jan. 22, 2019 Tax I.D. No .: 94-2984547 ROCIO V . FIERRO Cupertino Acting City Attorney ATTEST: ' ~ 1t ~ 4 ESCHMIDT a City Clerk 'J..·--f \.{-/ 7 CITY OF CUPERTINO A Municipal Corporation By 7-h£L Name ~-t J.-? /c"I!" Title /4-vH°t, de',;;Z.VbfC ti/ Date---<~~-'-#-~ ;6_'/f ___ _ Project Public Outreach , and Fin ancial Engineering for Stor mwater Funding Initiat ive Page 8 o f 8 Profess io11al/Co ns11/tin g Co nlracls !Versi on: May 22 . 20/8 EXHIBIT A SCO PE OF SERVICES METHODOLOGY / APPROACH The City is seeking an ex pert consultant team to analyze its current funding and regulatory compliance requirements , develop a financial plan, and assist with implementation of a stormwater rate to address its long-term funding needs. The hurdles set by Proposition 218 are considerable, and every effort must be made to make this project a success. We also recommend that the City move step by step through the tasks , making decisions to move forward each time based on the work in the prior task . F INANCIAL EN GI NE ERING > F INANC I AL E NG INEERING > Fee Study CITY OF C UPERTINO The SCI Team will prepare a comprehensive Proposition 218 compliant property- related fee engineering and ne x us /justification report for the proposed storm drain services and improvements to be funded. The report will include a detailed description of the services and improvements to be funded by the proposed fees, plans for the services and programs, future capital and facility improvement needs, the rationale used for the fee apportionment, the method of fee apportionment (likely to include impervious area), and calculation of the specific proposed fee amount for each parcel in the City. The Fee Report may also include provisions to incentivize on-site runoff abatement that could apply to traditionally impervious large sites such as comme rcial, industrial and institutional parcels to help the City implement hydrograph modification practices. Additionally, the report will include legal considerations and issues for the fee methodology, appeal processes, and alternative revenue enhancement options . The report may also include exemptions for seniors , low income, etc. The process will build on the data gathered in previou s tasks including parcel data, community priorities, and budgets, cost estimates , and multi-year proforma for all services and improvements. A large part of this task will be the compilation of the parcel attributes. In particular, we will need to perform an audit of lot coverage of impervious surfaces for the various land classes. This is a time-consuming task that will require looking at all our data sources , viewing aerial photos and possibly some site visits. The data generated in this effort will be the backbone of the analysis that follows , where the ne x us of parcel attributes to the fee structure is developed. This analysis uses many layers of statistical work as well as a reasoned and stout rationale for the resulting ne x us. We will present these fiscal plans, our data review and analysis, and the proposed fee methodology to the City in a review session. Issues uncovered by the review will be highlighted and remedies suggested. After the City staff and legal counsel have reviewed the data and information, we will prepare a final Fee Report that satisfies the requirements of Articles XIIIC and XIIID of the California Constitution (Proposition 218), the Government Code and other relevant code sections . The Report will be prepared and signed by Jerry Bradshaw, PE, a registered Civil Engineer with extensive ex perience in this field. The Report will include a detailed description of the proposed fee structure fo r the improvements and services, future capital and facility improvement needs, a detailed cost estimate, the rationale used for the fee apportionment, calculation of the specific proposed fee amount for each parcel in the City, any necessary maps or diagrams, and other elements . Pages PUBLIC OUTREACH AND F INANCIAL ENGINEERING OR STORMWATER F UNDING INITIATIVE SCI T EAM J AN UARY 2 019 The Fee Report will be the document that the City Council will approve as the first step in the implementation process. COMMUNITY EDUCATION AND FUNDING MEASURE IMPLEMENTATION >-COMMUNITY EDUCATION >-Public Information and Education The SCI Team shall assist with public informational and educational outreach strategies and property owner informational services. Our firm's informational outreach efforts, which will continue up to and throughout the ballot proceeding, include tasks necessary to ensure that the property owners are adequately informed about the assessment ballot proceeding and the proposed services/improvements in their area prior to the mailing of ballots. Throughout this process, the SCI Team will work closely with volunteers, City staff and other stakeholders. The SCI Team understands that basic message components will need to be simple, clear and transparent, and need to be well supported with detailed and substantive information . However, stormwater infrastructure, maintenance and operations are not well known, and not well understood by the general public, and as a result, the general public is commonly hesitant to invest in local stormwater infrastructure. Accordingly, answers to the following questions must be effectively provided to the rate payers: • What is the purpose of stormwater infrastructure, operations and maintenance? • Why is the additional funding revenue needed? • Has the City done all it can to reduce costs before raising rates? • What protections are there that this additional funding will be spent wisely? More recently, communities have demanded greater detail and explanation for these questions, particularly the third and fourth questions. We recommend, from our experience providing community outreach throughout the state, that the outreach material and approach combine straightforward, plain-language explanations with detailed, substantive information. Again, credibility is the most important factor in this outreach. >-Develop Communication Infrastructure Next, the SCI Team will carefully evaluate and develop the potential communication infrastructure. Working with City staff (i.e., Public Information Officer, etc.}, we will evaluate and ultimately coordinate existing communication infrastructure, including stakeholder contacts, print media, website, social media, print publications, neighborhood groups and newsletters, etc., and will prioritize and integrate the various methods as appropriate. We will also look at e-mail contacts with HOA and neighborhood leaders, as well as web-based platforms like nextdoor.com. We will develop a schedule for the dates of community stakeholder meetings, due dates for local group newsletters, etc. Our extensive experience has shown that the most effective communication mechanisms for this type of infrastructure are small, local, and neighborhood-based, with a personal communication or face-to-face element. This approach is not expensive, but is a fair amount of work, and is very effective when wel I-executed. CITY OF CUPERTINO Page9 PUBLIC OUTREACH AND FINANCIAL ENGINEERING OR STORMWATER FUNDING INITIATIVE SCI TEAM JANUARY 2019 ;;;,, Develop Communication Messaging The development of the messaging and supporting information is an iterative process with City staff, the SCI Team , and members of the public. Throughout this process, the SCI Team will analyze and refine messaging associated with stormwater infrastructure. In this task, the SCI Team will develop draft communications of various types. These may include Frequently Asked Questions (FAQ) documents, camera-ready mailers and brochures , PowerPoint presentations, and emails , scripts and other adaptable messages. ;;;,, Rollout and Implementation Once the outreach plan is well-vetted, reviewed and refined, the SCI Team will coordinate the rollout and implementation of the plan. The implementation includes all aspects of the outreach including coordination of the Proposit ion 218 Pubic hearing . > F UNDING MEASURE IM P LEM E NTATION Upon the completion of the Fee Report, the next steps will depend on the type of funding mechanism that is selected. Since a property-related fee is most typical, this statement of qualifications is based on the process and procedures required for that type of mechanism . Implementation of a property-related fee includes several steps : 1. City Council approval of the Fee Report, establishing public hear ing (protest hearing) date and time, and authorizing the mailing of notices. 2. Printing and mailing of notices. 3. Conducting a protest hearing no less than 45 days after mailing of notices . 4. City Council authorization of mailing of ballots (if no protest ex ists). 5. Pr.inting and mailing of ballots. 6. Tabulation of ballots after close of ballot period (at least 45 days after protest hearing). 7. City Council certification of results of the balloting , authorizing the fee structure if support is over 50 %. 8. Submittal of the first year levies to the County, and response to phone calls from property owners who are seeing the fee on their bill for the first time. The first three steps are similar to those required for water, sewer and /or solid waste rate setting. The steps four through seven are unique to stormwate r fees in accordance with Proposition 218 and subsequent legal rulings . The SCI Team will draft all notices, resolutions, ordinances and staff reports as well as the ballot packet required for each step in the process. City staff, including the City Clerk and legal counsel, will review and finalize all these documents. We will also assist the City and its legal counsel with responding to property owner testimony at the public hearing. The design of the official notices, ballot and supporting informational items and mailers is one of the most important elements of a successful ballot outcome . The SCI Team will utilize its unmatched expertise and track record to design these items that clearly and concisely ex plain the reason for the stormwater fee and that meet all legal requirements. After the notices and ballots are finalized , the SCI Team will oversee the printing , addressing and mailing of the packets . Although the RFQ indicate s that all printing and mailing costs would C ITY OF C UPERTINO PUBLIC OUTREACH AND F INANCIAL ENGI NE ERING OR STORMWATER FUNDI NG INITIATIVE S CI TEAM JANUARY 2 019 Pag e 10 be borne by the City, SCI recommends reconsideration of this and assigning this work to the control of the SCI Team for quality control and ease of execution, and possibly cost reduction. This work will be performed by our sub-contractor, Admail West, a printing and mailing firm with industry leading experience with registered voter elections and mail ballot proceedings. After the notices and ballots are printed and addressed, they will be mailed, pursuant to the California Constitution and the Government Code, to all property owners in the City with a proposed assessment. Throughout the balloting, the SCI Team will also field and respond to property owner inquiries, will research and confirm new owners that are not reflected on the official county property ownership records, and will issue replacement ballots upon request. Tabulation, in accordance with Proposition 218, must be either done by a disinterested third party or done in a place accessible to the public. The SCI Team is proposing to do the manual work of the tabulation efforts using its proven bar scan technology under the direction of the City Clerk (who is defined by law as a disinterested third party). Further, we would recommend conducting the tabulation process in a room accessible to the public to avoid any appearance of impropriety. We estimate that the tabulation will take about two days to complete. ~ F IRST YEAR LEVY ADMINISTRATION If the measure passes, SCI will obtain the July 2019 lien roll for Santa Clara County, use it as the basis to calculate the fee due from each parcel in the City, and submit the levy roll to the County for collection on the property tax bills for 2019-20. SCI will publish its toll-free number on the property tax bill and answer any questions it receives from the public about how the fee was calculated or the process used to approve the fee. CITY OF CUPERTINO PUBLIC OUTREACH AND FINANCIAL ENGINEERING OR STORMWATER FUNDING INITIATIVE SCI TEAM JANUARY 2019 Page 11 EXHIBITB SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work by August 1, 2019 . This Schedule of Performance establishes the milestones for commencement and completion of the Tasks for Basic Services as specified in Exhibit A, Scope of Services. TASK# TASK DESCRIPTION Due Date Task #1: Financial Engineering-Fee Study/Report January- February Present Fee Report to City Council March 5, 2019 Task#2 Community Education March-July Informational Community Meetings April 2019 Task #3: Funding Measure Implementation March-July Public Hearing Notices Mailed March 22, 2019 Public Hearing (Majority Protest) May 7, 2019 Ballots Mailed May 17, 2019 Ballot Tabulation July 12, 2019 Certify Ballot Results (City Council) July 16, 2019 Task #4: First Year Levy Administration July 31, 2019 CITY OF CUPERTINO EXHIBIT C COMPENSATION FEE AND PAYMENT SCHEDULE In consideration for the work accomplished, as outlined in this proposal, SCI will be compensated as detailed below. Services Fee Study Proposition 218 compliant public hearing notice & ballot Informational Outreach Services Levy Administration -First Year Fees $47,250 $51,750 $27,250 $11,250 Payment for the Fee Study will be due when the Fee Study is submitted to the City. Payment for the half of the public hearing notice and ballot amount will be due when the notices are mailed, and the second half will be due when the ballots are mailed. Payment for informational outreach services will be due after when the ballot period is closed. Payment for the first year levy administration will be due upon submission of the levy roll to the County. The scope of services includes up to nine meetings with the City and/or the community. Any additional meetings, if required, will be billed at the rate of $550 per consultant per meeting. Incidental costs incurred by SCI or LWA for the purchase of property data, maps, travel and other out-of-pocket expenses will be reimbursed at actual cost with the total not to exceed $3,000 without prior authorization from the City. In the event the City elects to request optional, additive scope of work, SCI will work with the City to negotiate compensation for these additional tasks and execute an Addendum to the agreement for these additional services. Page 12 PUBLIC OUTREACH AND FINANCIAL ENGINEERING OR STORMWATER FUNDING INITIATIVE SCI TEAM JANUARY 2019 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM /DD /Y YYY) ~-10/1 2/20 18 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICA.TE DO ES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER TH E COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed . If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy , c erta in policies may require an endorsement . A statement on this certificate does not confer r ights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME : Arth ur J. Gallagher & Co . :.~/,>N,t ~ ... 925-299-1112 I FAX Insurance Brokers of CA. Inc, LIC # 0726293 IA/C Nol : 925-299-0328 3697 Mt. Diablo Blvd , Suite 300 ~oMD'li~ss : i am ie vaudes@aio .com Lafayette CA 94549 INSURER(S) AFFORD IN G COVERAGE NAIC # IN SURER A : Sen tinel Insura nce Co moanv Ltd 11000 INSURED SC ICONS-01 INSU RER a : Gemini Insurance Company 10833 SCI Con su lti ng Grou p INSURER c : Ma rkel Insurance Comoanv 38970 Consequence Prope rti es 4745 Mange l s B o ul evard INSURER D : F a irfield CA 94534-4319 INSURER E : INSURER F: COVERAGES CERTIFICATE NUMBER : 1754645027 REVISION NUMBER · THIS IS TO CERT IFY THAT THE POLICIES OF INSURANCE LI STED BELOW HAVE BEEN IS SUED TO THE IN SURED NAMED ABO VE FOR THE POLIC Y PERIOD IND ICATED . NOTW IT HSTANDING ANY REQ UIREMENT , TERM OR COND ITI ON OF ANY CON TRA CT OR OTHER DOCUMENT WITH RESPECT TO WH ICH THIS CER TIFI CATE MAY BE ISSUED OR MA Y PERT AIN , THE INSURAN CE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SU BJE CT TO AL L THE TER MS, EXC LU SIONS AND COND ITI ONS OF SUCH POLI CI ES. LIMIT S SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS . INSR ADDL SUBR POLIC Y EFF POLICY EXP LTR TYPE OF IN SURANCE ·•~•n W\/n POLICY NUMBER IMM/DD/YYYYI IMMIDD/YYYYI LIMITS A X COMMERCIAL GENERAL LI AB ILIT Y y y 57SB AR H83 13 V 4/20/2018 4/20/2019 ,,, EAC H OCCURRENCE S 2,00 0.000 v 1--:=J CLA IM S-MA DE 0 OCCUR DA MAG E TO RENTE D 1--PREM ISES /Ea occu rr ence I S 1,000,000 ~ MED EXP (Any one perso n) S 10,000 PERSONAL & ADV INJURY S 2,00 0,000 - . GEN'L AGGREGATE LIMIT AP PLIE S PER : GENERAL AGGREGATE S 4,000,000 ........ ~ DPRO-DLOC PRODUCT S -COMP/O P AGG POLICY JEC T S 4,000,000 OTHER : s A AUTOMOBILE LIABILITY 57SBARH8313 4/20/20 10 41201201 w ~OM BINED SINGLE LIMI T Ea accident\ S 2,000 ,0 00 ,,/ -ANY AUTO BOD ILY INJURY (Pe r person) s -OWNED ~ SCH EDUL ED AUTOS ON LY AUTOS BOD ILY INJ URY (Pe r acciden l) s HI RED f--NON-OWNED PROPERTY DAMAGE X AUTOS ONLY X AUTO S ONL Y lPer accide nt) s s A UMBRELLA LIAB M OCCUR 57SBARH8313 4/20/2018 412012019 V EAC H OCCURRENCE S 1,000,000 -X E XC ESS LIAB CLAIMS-MADE AGGR EG ATE S 1.000 ,000 OED I I RETENTION s s C WORKERS COMP ENSATION y MWC00035330 B V 4/20/201 8 4/20/2019 V X \ ~~fTuTE I I OTH - AND EMPLOYERS' LIABILITY ER Y/N ANYPROPR IET OR/PARTMER/EXECUTIVE ~ E.L. EACH ACC IDENT S 1,000,000 ..,...- OFF ICER/MEMBER EXC LU DED ? N IA (Mandatory In NH) E.L. DISE ASE -EA EMP LOYEE S 1,000,000 If yes, describe under DESCR IPTI ON OF OPERATI ONS below E.L. DISE ASE · POLI CY LIMI T S 1.000,000 B SeNice & Technica l Profess iona l VCPL065353 12/17/2017 12117/2018 V Each Cla im 52 ,000,000 ';:..-- Liabi lity -Claims Made Aggregate 52 ,000 ,000 Relro act ive Da le: 12117/1998 De ductible 525 ,000 DESCRIPTION OF OP ERAT IONS I LOCATIONS I VEH ICLES (ACORD 101, Addilional Rema rks Schedule, may be attached If more spac e Is roqulrod ) / Excess Liability coverage is in excess of Genera l Liabi li ty and Auto Liability O nly The City of Cup ertino. it s City Council , officers . officia ls. employees, agents . se rvants and vo lunteers are includ ed as additiona l insu red per policy form SS0008 0405 atta ched . Primary & Non-Conlributory Wording and Wa ive r of Su brog atio n for General Li abi li ty per attached form SS00080405 . Workers Compe nsation Waiver of Subrogati on per form MWC 1400 0510 altached . Written contract required . RE : Stormwate r Ini tiative Proj ect CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Cupertino THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Office of t he Director of Publi c Works ACCORDANCE WITH THE POLICY PROVISIONS . City Hall 10300 Torre Aven u e AUTH ORIZED REPRESENTATIVE Cupertino CA 95014-3255 ~~ USA I © 1988-2015 ACORD CORPORATION . All rights reserved . ACORD 25 (2016/0 3) The ACORD name and logo are registered marks o f ACORD S_9-CG NS-tJ-t'ftINv-6I©~!t olicy#: 57SBARH8313 v BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 2. ·outies In The Event Of Occurrence, Offense, Claim Or Suit 3. Financial Responsibility Laws 4. Legal Action Against Us 5. Separation Of Insureds 6. Representations 7 . Other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 08 04 05 15 15 16 16 16 16 16 17 18 18 20 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage . Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations . The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance . The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured . Other words and phrases that appear in quotation marks have special meaning . Refer to Section G. -Liability And Medical Expenses Definitions . A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING lf'.IJURY) 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 cla im or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liabil ity 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 (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 © 2005 , The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse , emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist , nurse , emergency med ical 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 w ill not exceed the applicable limit of insurance . We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical , surgical , x-ray and dental services , including prosthetic devices; and (3) Necessary professional services. ambulance , nursing and 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS hospital, funeral a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend : (1) All expenses we incur . (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies . We do not have to furnish these bonds . (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance . We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work . (5) All costs taxed against the insured in the "suit". · (6) Prejudgment interest awarded against the insured on that part of the judgment we pay . If we make an offer to pay the applicable limit of insurance , we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid , offered to pay , or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance . Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemn itee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liab il ity of the indemnitee in a contract or agreement that is an "insured contra ct"; (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 indemn itee 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 authorizat ion to : (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "su it ". 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 indemn itee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments . Notwi thstanding th e prov isions 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 no t 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 be cause 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 dam ag e" assumed in a contract or agreemen t 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 exclus ion 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) Employmen t by the insured; or Page 4 of 24 (b) Performing duties related to the conduct of the insured's bus iness , 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 personal use , by the building's occupants or their guests ; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises , stte or location has been added to your pol icy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, stte 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 , d isposal , processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for : (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor . However, this subparagraph does not apply to: (i) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal Form 55 00 08 04 05 electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts , if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them . This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor ; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases , fumes or vapors from materials brought into that building in connection wrth operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bod ily 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 aris ing 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 damag e" ari si ng out of the ownership, maintenan ce, us e or entrustment to others of any aircraft, "auto " or watercraft owned or op erated by or rented or loaned to any insured. Us e includes operation and "load ing or unloading ". This exc lus ion applies even if the claims against any ins ured 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 "prop erty damage" involved the ownership , maintenance, use or entrustment to oth ers of any aircraft, "auto" or watercraft that is owned or operated by or rented or loa·ned to any insured . This exclusion does not apply to : (1) A watercraft while ashore on premis es you own or rent ; (2) A watercraft you do not own tha t is: (a) Less than 51 feet long ; and (b) Not being used to carry per sons 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 "mobil e equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew . However , this excep tion does not apply if the insured has any other insurance for such "bod ily 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 ou t of: (1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured ; or Page 6 of 24 (2) The use of "mob ile equipment" in, or while in practice or prepara t ion for , a prearranged racing , sp ee d . 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, ou t of: (1) War, including undeclared or civil war ; (2) Warlike action by a mil itary force , including acti on in hindering or defend ing against an actual or expected attack , by any government , sovereign or other authority using military personnel or other agen ts ; or (3) Insurrecti on , rebellion , revolution , usurped power , or act ion ta ken by governmental authority in hindering or defending against any of these . j. Professional Services "Bod ily injury", "property damage " or "personal and advertising injury" aris ing out of the rendering of or failure to render any professional service . This includes but is not limited to : (1) Legal, accounting or advertis ing 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) Opt ical or hearing aid servi ces including the prescribing, prep aration , fitting , demonstration or distribution of oph thalmic lenses and similar products or hearing aid devic es ; 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) Sim ilar services; (10) Services in the practice of pharmacy ; and (11) Computer consulting , des ign or programming services, including web site design . Paragraphs (4) and (5) of th is 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 e xpenses 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 operat ions , 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 cq n tents 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 exclus ion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this e xclusion 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 wh ich 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 arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use . Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal , recall , inspection , repair, replacement , adjustment , removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity ; (2) Arising out of oral, written or 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 orig in 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 link ing 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) Aris ing 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) Ar ising 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 man ipulate "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 coerc ion, 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 , settl ements , 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 "asbes tos 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 person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included . with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage . C. WHO IS AN INSURED 1. If you are designated in the Declarations as : a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are ·the sole owner . b. A partnership or joint venture, you are an insured . Your members, your partners , and their spouses are also insureds , but only wi th respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business . Your managers are insureds, but only with respect to their duties as your managers . d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds , but only with respect to their liability as stockholders . Page 10 of 24 e. A trust, you are an insured. Your trustees are also insureds , but only with respect to their duties as trustees . 2. Each of the following is also an insured : a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership , joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. 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 liabil ity 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 until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier ; and Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to : (1) "Bodily injury" or "property damage" that occurred ; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission . Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the e·quipment; 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 perm1ss1on . 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 organization(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 perm it issued by a state or political subdivision , that su ch person or organization be added as an additional insured on your policy , provided the injury or damage occurs subsequent to the execution of the contract or agreement , or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract , agreement or permit. However , no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages . a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12 of 24 This insurance does not apply to : (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging , except when unpacked solely for the purpose of inspection , demonstration , testing , or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products ; (f) Demonstration, installation , serv1c1ng or repair operations , except such opera tions 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 organ ization. Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" whi ch ta kes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises , but only wi th respect to liability ar ising out of the ownership , maintenance or use of tha t part of the land or prem ises leased to you . (2) With respect to the insurance afforded to these additional insureds , this insurance does not apply to : (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organ ization . d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only wtth respect to liab ility for "bod ily injury", "property damage" or "personal and advertising injury" caused, in whole or in part , by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds , the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including : (a) The preparing, approving , or failure to prepare or approve , maps, shop drawings , opinions , reports , surveys, field orders , change orders, designs or drawings and specifications ; or (b) Supervisory , inspection , architectural or engineering activities . Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision , but only with respect to operations performed by you or on your behalf for which the state or pol it ical subdiv is ion has issued a permit. (2) With respect to the insurance afforded to these additional insureds , this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products - completed operations hazard". f . Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e . above , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you ; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured ; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "p e rsonal and advertising injury" arising out of the rendering of, or the failure to render , any professional architectural , engineering or surveying serv ices, 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, inspection , architectural or engineering activities . The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance . How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions . No person or organization is an .insured with respect to the conduct of any current or past · partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations . D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for : a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you . "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion . 3 . Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies , the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations . 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you , or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these . 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations . Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 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 additional period of less than 12 months . In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim . To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense . b . Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received ; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable . c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices , summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us , upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will, except at that insured's own cos~ voluntarily make a payment , assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured , such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity . However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance . f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to : (1) You or any additional insured that is an individual ; (2) Any partner, if you or an additional insured is a partnership ; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation ; (5) Any trustee, if you or an additional insured is a trust; or (6) Any 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 sep arately to you and any additional insured . 3. Financial Responsib ility Laws a . When this policy is certifi ed as proof of financial responsibility for the future under the prov isions of any mo tor vehicle financial responsibility law , the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law . b. With respect to "mobile equipment" to which this insurance applies , we will provide any liability , uninsured motorists , underinsured motorists , no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form : a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured ; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with . A person or organization may sue us to reco ver 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 brough t. 6. Representations a. When You Accept This Policy By accepting this policy , you agree: (1) The statements in the Declarations are accurate and complete ; (2) Those statements are based upon representations you made to us ; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations . b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part , we shall not deny any coverage under this Coverage Part because of such failure . 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part , our obligations are limited as follows: a . Primary Insurance This insurance is primary except when b. below applies . If other insurance is also primary , we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess , contingent or on any other basis: (1) 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 temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages . (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages . Form SS 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by _that insurance; or (7) When You Add Others As An Additional lnsu red 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 this Coverage Part , we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract , agreement or permit that was executed prior to the injury or damage . Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL I NSURED 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 liabil ity for "bodily injury", "property damage" or "personal and advertising injury" caused , in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations : or b. In connection with your premises owned by or rented to you. 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization ; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations . b . With respect to the insurance afforded to these additional insureds , the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises ; or (2) Structural alterations , new Page 18 of 24 construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you . 4. Additional Insured -Lessor Of Leased Equipment a . WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your ma intenance , operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds , this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a . WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interes ts 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 : Th is insurance does not apply to : (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Add itional Form SS 00 08 04 05 Ins u red -State Or Political Subd ivision - 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 resp ect 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 advertis ing 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" aris ing out of "your products" wh ich are distributed or sold in the regular course of the vendor's business and on ly if this Coverage Part provides coverage for "bodily injury" or "property damage" included w ithin 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 wh ich the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not app ly 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 serv icing 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 In terest, but only with respect to their liability arising out of: a. Their financial control of you ; or b. Premises they own, maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization . 9. Additional Insured -Owners, Lessees Or Contractors Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner, Lessees Or Contractors , but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage .Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing , approving, or failure to prepare or approve, maps, shop drawings, opinions , reports , surveys , field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities . 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additiona I Insured -Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations . Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance . How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions . G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through : a . (1) Radio ; (2) 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 machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical : a. Injury ; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6 . "Coverage territory" means: Form SS 00 08 04 05 a. The United States of America (including its terr itories 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 responsibili ty 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 demol ition 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 d amage arising out of: (a) Preparing , approving or failing to prepare or approve maps , shop drawings , opinions, reports , surveys, field orders, change orders, design s or draw ing s and spec ifi cations ; or (b) Giving directions or ins truct ions, 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, ass umes liability for an injury or damage arising out of the insured's rendering or failure to ren der professional services, including those listed in (1) above and superv isory , inspection, architectural or engineering activit ies . 13. "Leased worker" means a person leased to you by a labor leas ing 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 be ing 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 veh icles , including any attach ed machinery or equipment: a. Bulldozers, farm machinery , forklifts and other veh icles designed for use principall y 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 wh ich ar e permanently mounted : Page 22 of 24 (1) Power cranes , shovels , lo aders , diggers or drills ; or (2) Ro ad construct ion or resu rfa cing equipment such as graders, scrap ers or rollers ; e. Vehicles not des c ribed in a., b., c., or d . above that are no t self-propelled and are ma intained primarily to provid e mobility to permanently attache d equipment of th e following types: (1) Air compressors , pumps and generators , including spraying, welding , building cleaning , geophysical exploration , lighting and well servicing equipment ; or (2) Cherry pickers and similar devices used to raise or lower workers ; f. Vehicles not described in a., b., c., or d. above mainta ined primarily for purposes other than the transportation of persons or cargo . However, self-propelled vehicles with the following types of permanently attached equipmen t 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 ra ise or lower workers ; and (3) Air compressors, pumps and generators , including spraying, weld ing, building cleaning , geophysical exploration , lighting and well servicing equipment. 16. "Occurrence" means an acc ident , including continuous or repeated exposure to substan ti ally the same general harmful conditions . 17. "Personal and advertis ing injury" means injury , including consequential "bodily injury", ar ising out of one or more of the follow ing 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 organ ization'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 0 (2) Work that has not yet been completed or abandoned. However , "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site . (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correct ion, 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 w ithin the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you . 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold , handled, distributed or disposed of by : (a) You; (b) Others trading under your name ; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products . b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability , performance or use of "your product"; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold . 25 . "Your work": a. Means : (1) Work or operations performed by you or on your behalf; and (2) Materials , parts or equipment furnished in connection with such work or operations . b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form SS 00 08 04 05 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY MWC 1-tOO 05 10 BLANKET WAIVER OF OUR RIGHT TO RECOVER FROi\l OTHERS ENDORSEMENT -CALIFORNIA We ha ve the right to re cov e r our pa yment s from anyo ne li a bl e for an injury co ve red by this policy. We wi ll not enfo rce ou r ri g ht ag ain st any pe rso n or organi zation named in th e S che dul e. (Thi s agreement appli es o nl y to th e exte nt that yo u pe rfo rm work under a wr itt e n contract th at require s yo u to o bt ai n this ag ree ment from us.) Yo u mu st mainta in pay rol l reco rd s acc urately segr egating the rem un e ra tion of yo ur e mplo yees whil e engage d in th e work de sc rib ed in the Schedule. Thi s agree me nt s hall no t op e rate dir ectly or indir ectl y to bene fit anyone not named in th e Sch edul e. Sc hedu le I. Blanket Wa iver An y per so n nr organi zation fo r whom th e Na med In s ured lrn s ag re ed hy wr it te n co ntract to furni s h thi s wa ive r. 2. Premium : Th e additional pre mium charge for thi s end orseme nt shall be 3 pe rce nt of the Cal ifornia Wo1·ker s' Compen sation pr e-mium otherwise due subject tu a minimum premium or $750 pe r polic y. Tl1is endorsement changes th e p olicy to which it is attached and is effective on the date iss ued unless otherw ise stated . (The information below is required only,w~ment is lsst1od subsequent to preparation of the policy .) Endorsement Effecti ve 04/20/2018 Policy No. MWC0003533-08 Endorse ment No . "'~ -----~ Insured SC I CONSUL TING GROUP (A CORP.) Premium (See Attached) In surance Company : MWC140005 10 Marke l In surance Co mpany Counlersigned by __________ _ Incl udes copy righ ted ma l e ri al of Mali anal Co unol on Comp ens at io n Insu rance with its pemiissian Co pyrig hl 1963 Nationa l Counci l on Co mpensa tion In su ran ce. 29 or 32