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19-019 California Consulting, inc., for Grant Research, Development, Writing, and Administration Services
CITY OF II MASTER PROFESSIONAL/SPECIALIZED SERVICES AGREEMENT WITH California Consulting. Inc. CUPERTINO 1. PARTIES This Master Agreement is made and entered into as of Febrnaty 19.2019 ("Effective Date"), by and between the City of Cupertino, a municipal corporation ("City"), and California Consulting, Inc. ("Contractor"), a _C_o....:.rp_o_ra_ti_on _________ for Grant Research , Development, Writing, and Administration Services 2. SERVICES 2.1 Scope of Services. Contractor agrees to provide the Services set forth in the Scope of Services. attached and incorporated here as Exhibit A, on an as-needed basis. The Services must comp ly with thi s Agreement and with each Service Order issued by the City 's Project Manager or his/her designee, in accordance with the following procedures, unJess otherwise specified in Exhibit A. 2.2 Service Orders. Before issuing a Service Order, the City Project Manager will request Services in writing and hold a meeting with Contractor to discuss the Service Order. Contractor will subm i L a written proposal that includes a specific Scope of Services, Schedule of Performance and Compensation , which the Parties will discuss. Thereafter, City will execute a Service Order Form for the Services, attached and incorporated here as Exhibit B. The Service Order wil l specify the Scope of Services, Schedule of Performance, Compensation and any other condi.tions applicable to the Service Order. lssuance of a Purchase Order is discretionary. The City Project Manager is authorized lo streamline these procedures based on the City's best interests. Contractor wi ll not be compensated for Services performed without a duly authorized and executed Service Order. 3. TIME OF PERFORMANCE r 3.1 Term. This Agreement begins on the Effective Date and ends on June 30. 202 r ("Contract Time"), unless terminated earlier as provided herein. 3.2 Schedule of Perfon nance. Contractor must de l iver the Services within the time specified in each Service Order, and under no circumstances should the Services go beyond the Contract Time. 3.3 Time is of the essence for the performance of all the Services required in this Agreement and in each Service Order. Contractor must have sufficient time, resources and qualified staff to deliver the Services on time. Contractor must respond promptly to each Service Order request. 4. COMPENSATION 4 .1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services a total amount that will based upon actual costs but that will be capped so as not to exceed $ I 00,000.00 ("Contract Price"), based upon the Scope of Services in Exhibit A and the budget and rates included in Exhibit C. The maximum compensation includes all expenses and reimbursements and wil l remain in place even if Contractor's actual costs exceed the capped amount. City Proj ect Master Pro fe ssion al/S peci alized Se rvices Agreemen li Rev. May 22, 2018 Page I of8 4.2 Per Service Order. Compensation for Services provided under a Service Order will be ba sed on the rates set forth in the Service Order, wh ich shall not exceed the capped amount specified in the Service Order. 4.2 Invoices and Payments. Except as otherwise provided in a Purchase Order, monthly invoices must stale a description of the deliverables comp leted and the amount due for the preceding month. Thirty days prior to expiration of the Agreement, Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Noncompliance with this requirement rel ieve s City of any further payment or other obligations und er the Agreement. 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contracto r is solely respons ibl e for the means and methods of perfonning the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker· s compensation or other benefits from th e City. 5.2 Co ntractor's Q ualifications. Con tractor warrants on bebal r of itself and its subcontractors that they have the qualifications and ski lls 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 L icenses. Contractor wa1Tants on behalf of itself and its subcontractors that they are properly licensed, reg istered, and/or certified to perform the Se rvices as required by law and have procured a City Business License. 5.4 S ub co ntracto rs. Only Contractor's employees are authorized to work under thi s Agreement. Prior written approval from City is required fo r any subcontractor, and the terms and conditions of this Ag reement wi ll apply to any approved sub contractor. 5 .5 Tools, Materials and Equ ipm e nt. Contractor will s upply all tools , materials and equipment required to perform the Serv ices under this Agreement. 5.6 Payment of Taxes . Conu·acto r must pay incom e taxes on Lhc money t:arned uuder Lhi:; Agreemenl. Upon City's request, Contractor will provide proof of payment and will ind emnify City for violations pursuant lo the indemnification provision ofthis Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In perfonning this Agreement, Contractor may have access to private or confidentia l informati on owned or contro ll ed by th e City, which may contain proprietary or confidential details the disclosure of which to thi rd parti es may be damaging to City. Contractor shall hold in confidence a ll City information and use it only to perfonn this Agreement. Contractor sha ll exerc ise the same standard of care lo protect City information as a reasonably prudent contractor would use to protect its own proprietary data. Ill Ill City Pruject Mast.:r Profes.~ional/Speciali,cd Services Agreement/ Rev. Mny 22.2018 Page 2of8 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any inlerest (in clu ding copyright interests) of Contractor i.n any product , memoranda , study, report , map , plan, drawin g, specification, data , record , documenl or other information or work, in any medium (collectively, "Work Product"), prepared by Contractor in connection with this Agreement will be the exclusive property of the City and shall not be shown to any th ird-pa rty w ith out prior ,.vritten approva l of City. 7.2 Copy ri ght. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the property of Cily . Alternatively, Co ntractor ass igns to City al l Work Product copyright s. Contractor may use copies of the Work Product for promotion only with City's written approval. 7.3 Patents and L icenses. Contractor must pay roya lties or license fees requi red for authorized use of any lhird party intellectual property, including but not limit ed lo patented , trademarked , or copyrighted intellec tua l property if incorporated into the Services or Work Product oflhis Agreement. 7.4 Re-Use of Work P roduct. Unless prohibited by law and wiLhout wa iving 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 implem ent any of the following: (a) The original Services for which Contractor was hired; (b) Comp letion ol'tbe original Services by others; (c) Subsequent additions to the original Services; and/or ( d) Other City projects. 7.5 Deli verables and Format. Contractor must provide electronic and hard cop ies of the Work Product, on recycled paper and copied on bolh sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting record s relating Lo its performance in accordance with generally accepted accounting principles. The records must include detailed in formation of Contraclo r 's performance, benchmal'ks and deliverables, wh ich must be availab le to Cily for review and audit. The records and supporting documents mu s t be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor sha ll not assign, sublease, hypothecate, or transfer this Agreement, or any int erest therein, directly or ind irectly, by operation of law or otherwise, wi th out prior written co nsent of C ity . Any auempt to do so will be null and void. Any changes related to the financial contro l or business nature of Contractor as a le ga l entity will be considered an assignment of the Agreement and subject to City approval. Control means fifty percent (50%) or more of the voting power of the bu s ine ss entity. Ill Ill Ill Ci()' Project Master Professional/Specialized Services Agreement/ Rev. Ma) 22.2018 Page 3 of!! 10. PUBLICITY I 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 contribut ions 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 disp layed on or about City property, except s ignage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent a l low ed by law, and except for losses caused by the sole and active negligence or willful misconduct o f City personnel, Contractor shall indemnify, defend , and hold harmless City, its City Counci l, boards and commissions, officers, officia ls, employees, agents, servants, volunteers and Contractors ("lndemnitees"), through legal counsel acceptable to City, from and against any and aJl liability , damages, claims, actions, causes of action, demands, charges, losses . cos ts and expenses (includ ing attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings), of every nature, arising directly or indirectly from th is Agreement or in any manner relating to any of the fo ll ow in g: (a) Breach of contract, obl igations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury, property damage. or economic Joss resulting from the work or performance of Co ntractor or its subcontractors or sub -subcontractors; (d) Unauthorized use or disclosure of City's confidenti al and proprietary information; (e) Claim of infrin gement or vio lation of a U.S patent or copyright, trade secret, trademark , or service mark or other proprietary or intellectual property rights of any third party. 11.2 Contractor must pay the costs City incurs in enforcing this provision. Contractor must accept a tender of defense upon rece iving notice from City of a third-party claim. in accordance with Ca li fornia Public Contract Code Section 920 I . At City 's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of Lhis Agreement. 11.3 Contractor's duties under this section are not limited to the Contract Price, workers· compensation payments , or the insurance or bond amounts required in th e Agreement. Nothing in the Agreement shall be construed to give ri se to an implied right of indemnity in favor of Contractor against City 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 counterclaim arising out of this Agreement, a purchase order or other transaction. 12. INSURANCE Contractor shall comply with the Insurance Requiremen ts, attached and incorporated here as Exhibi t D , and must maintain the insurance for the duration of the Agreement, or longer as required by Ciry. C ity will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type , amount, class of opera ti ons covered, and the effective and Ill Ill Cily Project Master Protcssional/S pecial ized Services Agreement! Rev . May 22. 2018 Pnge 4 01'8 expiration dates of coverage. Failure to comply with thi s provision may result in City, at its sole discretion and withoul notice, purchasing in s urance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. 13. COMPLIANCE WITH LAWS 13.1 General Laws. Co ntractor shall comply with all local , state and federal laws and regulation s app licabl e to this Agreement. Contractor will promptly notify City of changes in the law or other cond ition s that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor sha ll comply with all labor law s applicable to this Agreement. If the Scope of Services includes a "pub lic works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and otber labor laws. 13.3 D iscrimination Laws. Contractor shall not discriminate on the basi s of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marita l status, pregnancy, age, sex, gender. sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (A ID S) or any other protected classification. Contractor shall comply with all anti-disc rimination law s, including Government Code Sections 12900 and 11135 , and Labor Code Sections 17 35, 1777 and 3077.5. Co nsistent with City policy prohibiting harassment and discrimination, Contractor understa nds that harassment and discrimination directed toward a job applicant, an employee, a City employee, or any other person , by Contractor or Contractor's employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest law s ap plicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of th is Agreement, has or will receive a direct or indirect financia l interest in this Agreement, in violation of California Government Code Section I 090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as de.fined in Section 18700 of tbe Californ ia Code of Regulations. Contractor agrees to abide by th e Cit y's ru les governing gifts to public officials and employees. 13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspendin g payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and reme dies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION City Project Manager. The City assigns Chad Mosley as the City's representative for all purposes under this Agreement, with authority to oversee the progress and pe1form ance of Lhe Scope of Services. City reserves the right to substitute another Project manager at any time. and without prior notice to Contractor. Ill Ill Ciry Proj ect Master Protcssional/Spccialized Services Agreemen t/ Re,·. Ma> 22, 2018 Page 5 of8 Coatractor Project Manager. Subjecl lo Cily approval, Contractor assigns Steve Samuelian as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with City instructions, service orders and Lhe Schedule of Performance. Contractor must regularly update the City's project manager about the status, progress and any delays with the work. City's written approval is required prior to Contractor substituting a new Representative which shall result in no add iti onal costs to City. 15. ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts thereof at any time. Contractor will be compensated for satisfactory Services performed throug h the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent ( I 0%) of the total time expended to date in the performance of the Services. 16. TERM1NATI0N City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but fmal payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION This Agreement is governed by the laws of the Stale of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply wilh lhe claims (iJing requirements under the Government Code prior to filing a civil action in court. If a dispute ar ises, Contractor must continue to provide the Services pending resolution of the dispute. lf the Parties elect arbitration, the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES I f City initiates legal action, ftles a complaint or cross-complaint, or pursues arbitracion, appeal. or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 19. THIRD PARTY BENEFICIARIES There are no intended third party beneficiarie s of this Agreement. 20. WAIVER Neither acceptance of the Services nor payment thereof shal I constilute a waiver of any contract provision. City's waiver of a breach shal I not constitute waiver of another provision or breach. Ill Ill City Projecl Mas ler Profossiona l/SpcciaJi zcd Servi ce s Agrccnli.:nt/ Rev. Mny 22, 2018 f'agi.: 6 of 8 21. ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), eithe r oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party 's authorized repre sentative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement Ir there is any inconsistency between the main Agreement and the attach111cnts or exhibits thereto, the text of the main Agreement shall prevail. 22. INSERTED PROVISIONS Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or om issions of required provisions. The Parties will col lab orate to implem ent this Section , as approp ria te. 23. HEADINGS The headings in this Ag reement are for convenience only, arc not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY I f any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid , illegal or unenforceable , such term or provision shall remain in force and effect to the extent aJlowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations s hall 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 arter 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 \Viii be considered effective on the date or personal delivery or the date confirmed by a reputable overnight delivery serv ice , on the fifth calendar day after deposit in the United States Mai I, postage prepaid, registered or certified. or lhe next business day following electronic submission: To C itv of Cupertino 10300 Torre Ave., Cupenino CA 95014 Allention:Chad Mosley Email: chadm(t~ cupcrtino.org City Projec1 To Contractor: Ca li forn ia Consulting, I nc . 2 14 Main Street, Suite 102 El Segundo. CA 90245 Attention: Steve Samuclian Emai l: stevc@californiaconsulting.org Master ProfcssionaVSpecialit.ed Services Agreement/ Rev. Ma) 22, 2018 Page 7 of8 27. VALID ITY OF CONTRACT This Agreement is valid and enforceable on ly if(a) it complies with the purchas ing and contract provisions of Cupertino Mun icipal Code Chapters 3.22 and 3.23 , as amended from time to time, (b) is signed by the City Manager or an autho rized desiguee, and (c) is approved for form by the City Auorney's Oaice. 28. EXECU TIO N The person executing this Ag reement on behalf of Contracto r represents and warrants that Contractor has foll right, powe r, and authority to enter into and carry out all actio ns co ntemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes~ legal ly bindi ng obligation of Con tractor. TI1is Agreement may be executed in cou nterparts, each one of which is deemed an original and all of which , taken together, constitute a si ngle bin ding instrument. IN WIT NESS WffEREOF, the parties have ca used Lh e Agreement to be executed. CONTRACTOR ::lifom~u Name S le\lt Samuc1ian Title_,,C:.::E::::Oc.,...,-~----- Date 1./t 3 I l'I Tax I.D. No.; ..:J.0-O<:J2:J...9~'t APPROVED AS TO FORM: '1~~-~ HEATHER MINNER Cupe rLin o City Attorney ATTEST: ,~~' c---«.---,. GACESCHMUY (,,City Clerk Ciry Proj,•ct CITY OF CUPERTJNO A M_u,1-ic....,i""pa,1,_l::::C~pc:rp.o:::::!F'--....d.~.:.·...!.,2~_fa Title Acting Director of P\ll>lic Worl<s Date ,;;-/ .:r8.-1-/_,_1~'te---- Mcistcr Pro(essionlll/Spccia1 i1.c::d Se rvi ces Agrec1n("11t/ Re v. Mny 22, 20 IS Pugc 8 of8 EXHIBIT A SCOPE OF SERVICES The CONSULTANT shall provide certain Grant Research, Development, Writing and Administration Services as required and requested by the CITY. The CONSULTANT shall provide services under this Master Agreement on an "as needed" basis and only (1) upon written request from the OTY's Director of Public Works or authorized Agent as defined in Section 14, PROJECT COORDINATION and (2) as defined in a fully e xecuted SERVICE ORDER, Exhibit B. SECTION 1-GENERAL PROVISIONS A. The CONSULTANT shall perform au services to the satisfaction of the CITY's Public Works Director or authorized Agent. B. The CONSULTANT shall perform all services under this agreement to the currently prevailing professi011aJ standards and qua]jty foU11d among Grant Consultants with sirnilar knowledge and skill engaged in related work throughout California under the same or similar circumstances. C. The CONSULTANT shall perform services under this AGREEMENT only by authorization of a fully executed SERVICE ORDER which shall clearly provide the nature of the specific services, the time limit within which such services must be completed, and the compensation for such services. Unauthorized ser:vices performed by the CONSULTANT shall be at no cost to the CITY. D. The CONSULTANT shall begin work only after receipt of a fully authorized and executed SERVICE ORDER The OTY shall incorporate each authorized and fully executed SERVICE ORDER into the terms and conditions of this MASTER AGREEMENT. E. The CITY shall designate a Project Manager for each authorized and fully executed SERVICE ORDER under this AGREEMENT. The CONSULTANT shall coordinate the SERVICE ORDER performance with the CITY's designated Prnjecl Manager. City of Cupertino Maste r Agreement Grant Res earch, Development, Writing, and Administration Services Exhibit A-Scope of Services Page 1 of 3 SECTION 2. BASIC SERVICES EXHIBIT A SCOPE OF SERVICE S The Consultant shall provide Grant Research, Development, Writing, and Administration services for the OTY. All services performed shall be authorized by a fully executed SERVICE ORDER pri or to work commencement. ConsuJtant services under this Master Agreement may include, but are not limited to: 1. GRANTOPPORTUNITYEVALUATION Perform a Grant Funding Opportunity Analysis-Working with the Public Works Department to perform an initial grant opporttmity evaluation to identify potentially gra11t fundable projects and programs. Olher City departments may wish to have grant opportunities evaluated for lheir programs. 2. GRANT RESEARCH Perform Grant Funding Research -Conduct research to identify granl resources including, but not limited lo, federal, state, quasi-pu blic, and private agencies and organizations that may support the City's funding needs and priorities as identified by the City or the Grant FW1cting Opportunity Analysis. On a regular basis and when requested provide the City with summaries of potential funding opportunities that the City of Cuperlino would be eligib le for. Summaries should it1clude, but not be limHed to, name of agency or organization, critical dates and timelines related to the specific granl program, eligibility assessment, a brief program summary, including constraints and requ irements of the program, the level of funding available, and a ranking indicating how competitive the City would be. These summaries may list several grant opportunities, however, those that are highly recommended and meri t the effort of pursuing should be clearly identified. 3. GRANT l\PPLICA TION DEVELOPMENT & WRlTrNG Provide Grant Proposal/Application Development & Writing serv-ices -Develop and author professiona l qua l ity, compelitivc proposa l s and applications lo support grant requests as directed by the City. Tailor submittaJs to satisfy Lhe requirements of the specific granting agency or program while considering scoring criteria to optimize the success of the granl request. Other tasks may include the preparation of organizational backgrmmd statements, letters of intent and various formal and informal communications appropriate for participating in competitive funding prog1·ams. -t GRANT ADMINISTRATION Furnish Grant Adminislration Services -As directed by Lhe City, assemble all required submittal packages to support the grant process, including, but not limited to, Request for Authorizations and Final Invoices. The City or other consultants may provide some City of Cupertino Master Agreement Grant Research, Development, Writing, and Administration Services Exhibit A-Scope of Services Pnge 2 of 3 ma terfals for the packages. EXHIB IT A SCOPE OF SERVICES Subm.it reimbursement invoices and monitor project expenses and revenue received from granting agencies. Perform periocUc project reporting as required by the granting agency. Provide support as needed for audit and other official inquiries and requests for i.nformalion. Monitor grant ftmded work progress and ensme overall grant compliance. Perform determinations as needed for the awarded grant. These may include Disadvantaged Business Enterprise availability for specific trades, labor compliance, and federal-aid specific requirements. Lead and/or participate in granl re lated meetings such as field reviews and granting agency updates. Meetings may be in-person or phone conferences. Identify the need for and assist City with administrative requirements such as enacbnent of resolutions and agreements. END OF EXHIBIT City of Cupertino Master Agreement Grant Research, Development, Writing, and Administration Serv ices Exhibit A-Scope of Services Page 3 of 3 EXHIBITB SERVICE ORDER PROCESS Each Service Order for work under this Master Agreemem s hall be initiated and executed as provided fo r in the Master Agreement, Section 2.2, Serv ice Orders. An exemplar of the Service Order form follows. END OF EXHIBIT City of Cuper tino Master Agreement Grant Research, Development, Writing, and Administration Services Exhibit B-Sei:vice Order Process Pagel of l CITY OF CUPERTINO MASTER AGREEMENT CONSULTANT SERVICES SERVICE ORDER NO. MASTER AGREEMENT NO;: M.A. Date: ---------- Maximum Compensation: M.A. End Date: Consultant Firm Name : Address: Contact: Phone: Project Description: Project Name: X Description: (simple project description if appropriate) Attachment A: J11clu des Description of Project, Seopc of Service, Schedu le of Performance and Compensatfon City Project Management Managing Deparbnent: Publi c Works Project Manager: ------------ fjscal/Budget : Amounl Master Agreement Maximum Compensation: $0 ----------Tot al Previously Encumbered to Date: $0 --------"-En cum bran c e this Service Order: $0 ----------Ba Jan c e: $0 --------"- S.O. Acc't No.: P.O.# ---------------Con t· ra ct Manager: Oate: Approvals: Consultant: Dute: CIP Man ager: Date: Appropriation Certification: I h~rc.-by ce rtify that ru, un~xpc,ndcd nppropciotion is available in the ilbovc fund for the '1bovc contrat.'t as cstiinall.><l and lhal fund arc available as of this date of signnh.1re City Finance: Date: City of Cupertin o M.lStcr Agrc.>e.menl 18 1128 Page 1 of1 Sc.rvk.: Order No. XX EXHIBIT C COMPENSATION The City shall compensate the Consultant according to the hourly rate(s) stated in this Exhibit which shall remain in effect for the Master Agreement schedule of performance wi.less d1anged by written amendment to the Master Agreement. Each authorized Service Order under this Master Agreement shall identify the method of compensation consistent with the scope of services provided by the Consultant. In any case, the Consultant's total payment for cad, authorized Servi ce Order shall n ot exceed the maximum compensation identified in that Service Order, unless authorized by a written amendment executed by the City and the Consultant, and the total compensation for all authorized Service Orders shall not exceed the maximum compensation stated in Article 4, Consultant Compensation, of the Master Agreement. Work exceeding the total authori.ted amount for a Service Order or the total compci,sation for the Master Agreement shall be at no cost to the City. Consultant Hourly Rate{s) The ConsuJtant shall be compensated according to the following hourly rate(s) for all work performed under authorized Service Orders: Labor Category Master Agreement Hourly Rate Senior Project Manager $110.00 Project Manager $95.00 Project Evaluator $95.00 Researrn and Administration $95.00 Reimbursable Expenses Reimbursable expenses represent the acquisition cost of items, other than direct labor, specifically required to perform tJ1e scope of services and beyond normal business operating expenses whid, are included in the direct labor rate. Such expenses include, but are not limited to: • Individual or multiple document reproductions that exceed 50 pages; • Drawing or bid set reproductions; • Software required by City other than Nlicrosoft Word, Excel, PowerPoinl, and Project; Adobe Acrobat; and a photo edi tor program. City of Cupertino Master Agreement Gran! Research, Development, Writing, and Administration Servi~s Exhibit C-Compensation Pagel of 2 EXHIBITC COMPENSATION • Travel expenses to the extent allowed by City policy; • Sub-consultants required by project scope of services; • Safety equipment required by City policy or the prnject scope of services; • Mass mailing notifications; • Expenses for public meetings, such as refreshments, interpreters, security, valet parking, facility rental, tents or booths, easels, markers, paper, presentation equipment. The City shall compensate the Consultant for such reimbursable expenses only with prior written authorization by the City representative designated in Article 11, Project Coordination, of the Master Agreement. All compensation, including reimbursable expenses, shall not exceed the maximum compensation for the Service Order. The City shall compensate the Consultant for reimbursable expenses for the documented actual cost only, allowing for no surcharge for Consultant administration. Reimbursable expenses shall be separately identified on lhe Consultant invoice. Met hod of Payment The Consultant shall submit an invoice to the City by the 5111 business day of each month that clearly identifies the work performed in the previous month and authorized reimbursable expenses. A1J invoices from Consultant shall be sent to City at: PWinvoices@c upert.ino.org The invoice shall identify the applicable period of work, a description of the work performed consistent with the Service Order scope of services, the number of hours, hourly rate, reimbursa ble expenses, Service Order maximum compensation, Service Order compensation to dale inclucLing invoice number, Lotal invoice amount for current invoice, Service Order maximum compensation balance remaining. All Consultant payments shall be addressed to: California Consulting, Inc. 214 Main St., Suite 102 El Segundo, CA 90245 City of Cupertin o Master Agreement END OF EXHIBIT Grant Research, Development, Writing, and Administration Services Exhibit C-Compensation Pa ge2 of 2 EXHIBITD Insurance Requirements Design Professionals & Consultants Contracts Consu ltant shall procure prior to commencement of Services and maintain for the duration of the contract, at it s o,vn cost and expense, the following in suran ce policies and coverage with companies doing business in California and acceptable co Cily. INSURANCE POLICIES AND MINIMUMS REQUIRED I. v Commercial General Liability (COL) for bodily injury, property damage, personal injury Liability for premises operations, produ cts and co mpl eted operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occtuTence ({SO Form CG 00 0 l). If a general aggregate limit applies, either the general aggregate limit sha U apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a. ft shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shaU be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional lnsured coverage under Consultant's policy shall be "primary and non-contributory ," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 0 I (04/13). c. The limits of insurance required may be satisfied by a comb inati on of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance sha ll contain or be endorsed to co ntain a provi sio n that such coverage shall also apply on a primary and non-contributory basis for lhe benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: lSO CA 00 0 I cove ring any auto (including owned, hired , and non-owned 'I autos) with limits no less than $1,000,000 per accident for bodily injury and properly damage. 3. Workers' Compensation: As required by the State of California , with Statutory Limits and V Employer's Liability Jnsuran ce of no les s than $1,000,000 per occw-rence for bodily i11jury or disease. 0 Not required. Consultant has provided written verification 0/110 employees. 4. Professioual Liability for professional acts, e1TO rs and omissions, as appropriate lo Consultant's profession, with limits no less than S2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroa ct ive Date must be shown and must be before the Effective Date of the Contract. b. In surance must be maintained for at least live (5) years after completion of the Services. c. If coverage is canceled or non-renewed, and not replaced with another claims-made policy fonn with a Retroactive Date prior to the Contract Effective Date, the Consultant must purchase «extended reporting" coverage for a mini.mum of five (5) years after comp letion of the Services. OTHER INSURAl'iCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: fa:h. D-lnsurance Requirements/or Design Professionals & Consultants Contmcts Form Updated Feb. 2018 1 I I I I I : i I J.Uic~fcd Adtlitio11al J11suretl Status TI1e Cily of C upertino, its City Council, officers, officials, employees, agents, servan ts and vol u nteers (''Add itional Insureds") are to be covered as additional ins ureds on Consulta nt"s COL pol icy. General Lia bi I ity coverage can be provided in Lhe form of a n e adorsemem to Consu hant' s insurance (at least as broad as ISO Form CG 20 10 (I l / 85) or bolh CG 20 10 and CG 20 37 fo m1 s, if later edit ions a re used). Prim(lry Coven,ge Coverage affo rded to City/Additional Insureds shall be primary insumncc. Any insurance or self-insurance maintained by C ity, its o flicers. officia ls, e mployees. or volunteers s hall be excess of Consultant's insurance and s hall n ot contribute to it. Nor i ce of Cc111ce/1111itJ11 Each insurance policy shall state lhul coverage shall no t be canceled or allowed to expire. except with written notice to City 30 days in advance or 10 days in advance if d ue to non-payment ofpre n1iums . J-Vniver of S11hrogatio11 Consultant waives a ny right to subrogation agains l C ity/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, tl1e Workers' Compensat ion pol icy s hall be endorsed with a waiver of subrogatio n in favor ofCiry for a ll work performed by Consul tant, its employees, agents and subconsullants. This provision nppUes regardless of w hether or not the C ity has received a waiver of subrogation endorsement from U1e insurer. Detlucribles rwd Self-111.mretf Rete111io,rs Any deductible or sert:insu red retention m ust be declared to and approved by the City. At City's option, e ith e r: the insurer must reduc e or e liminate the deductible or sell:insured retentions as respec1s the C iry/Additio nal Insureds; or Consuhant mus t show proof of ability to pay losses a nd costs related investigations, claim admini stration and defense expenses. The pol icy shall provid e, or be endorsed to provide, thal th e s elf-insured retent ion mny be satisfied by either the insured or the City. Acceptflbiliry of !usurers Insurers must be licen sed to do business in Califo111ia w ith an A.M. Best Rating of A-VII, orbctter. Verijic11t i o11 of Covemge Co11 sull1111t must f'Urnish acceptable insumnce certificates and mandatory endorsements (or copies of the policies effectin g the coverage requ ired by this Contract), and n copy of the Dcclnrations nnd Endorsement Page of the COL policy listing all policy endorsements pri or to commencement of the Contract. C ity retains th e right to demand ver ificatio n of complianc e at a ny time during the Contra ct tenn. S11bc"11s11fla11ts Consultant s hall require and verify that all subconsul tonts ma intain in s urance that meet the requirements of this Contra ct, includ ing nami ng the C ity as an add itional insured on subconsultant's insurnnce policies. Higlter !11s11r1111 ce limirs If Cons ultant maintains b roader coverage and/or hi gher lirniLS than the minimums s hown above, City s hal l be entitl ed to coverage for the higher insurance limits maintained byConsultant. II dequacy 1if Cover11ge C ity reserves the right to modify these insurance requirements/coverage based o n the nature of th e risk, pri o r experience, insurer or other special circumstances, w ith no t less than ni nety (90) days pri o r written notice. £.Th D•lnsurance Requb'f!me11t,lfor D..:#gu Pl'ojessional:t & Co,uultmus Coutracls Form Updated Feb . 2018 2 ~ CACON-1 l"'\D U'\, lA/1 A CORD" C ERTIFI CATE OF LIABILITY INSU RANCE I 0A TE (M.WOOIV't'\'Y) ~ 02/1 4/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ON LY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIF ICATE DOES NOT A FFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE A FFORDED BY THE POLICIES BELOW. THIS CERTI FICATE OF INSURANC E DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER{S}, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If tho cortlflcate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL IN SURED p rovisions or bo endorsed. If SUBROGATION IS WAIV ED, subjec1 to the terms and conditions of tho policy, certain policies may roqutro an endorsement. A statement on this certlflcato doos not confer rinhts to tho cortlficate holder in lieu of su~orsoment/sl. PROOUCER 559-446-1398 . c t Arp! Yepremlan I n surance Valley Rontona l Insurance Svcs r~: .. "''" 559-446-1398 I f!~ ,..,,559-446-0911 Fresno O lce~Main Office 7576 N Ingram Ave Ste 102 l ffl··· . '" \I~ " V-t"1Lw-•~ . (,y.>... Fresno, CA 93711 'N -NG ~1£RA"'~ ..... Arpl Yep romlan lnsuranc.e · · · Hartford Casualtv Insurance Co 29424 INSURED ...... ,.8 ,AmGUARD Insurance Company 42390 CA Consultli~· Inc. '""'"E"C : United States Liability 25895 inMaln St )!. 102 ogundo, C 90245 ,..,'"'""ERO: 1..--SURER E : INSORERF: rn"cRA"c~ C . --... ···---: REVISru ... , .. B~R· TH IS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO Tl-IE INS UREO NAMEO ABOVE FOR TH E POLI CY PERIOO INOICATEO. NOT'MTHSTAN OING ANY REQUIREMENT. TERM OR CONOrTION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI S CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES OESCRIBEO HEREI N IS SUBJECT TO AU THE TERMS. EXC LUSIONS AND CONDITION S OF SUCH POLICI,. LIMITS SHOWN MAY HAVE BEEN REDUCE D BY PAID CL.AIMS. 1!11~ 1YPE OF INSURANCE ADOL 5V POC.ICY NUMBER POLICY EFF POLICY EXP UMITS A X COMl.tERCIAL GENERAL UABILrTY E NCE . ,/<,000,000 1 ClAIMS.MAOE 0 OCCUR X X 51SBARBSS23 12/03/2018 12/03/2019 DAMA.GE TO RENTEO , . 1,000,000 t"3t.S+ ~fl"j ··--·· •• 10,000 ~ P~,r-. ·-··•NJu-· . 2 ,000,000 ~ A-t ·pJ ~N\. AGGRU LIMIT LJ PE~ I ~•N•••• ,. . 4,000,000 ~ POUCY ~& LOC p• ·-.--··p,op ---~ V 4,000,000 I l"IJ.__ ... • B ~OM081.£ UASUTY COMBINED SINGLE liMIT I, V'" 1,000,000 >HfAUTO ICAAU940805 09/22/2018 09/22/2019 lW'\ .... , V • --y 'Pe, . I, ~ ~ONLY ~ j5t16~D ~ e,G,.f /?.r, 11 '' 1 ····RV '~acd ....... , I, ,! l/ll\lffi; ONl Y 'x ~~ i;-.1,0PE~J _Y . ....,.MAGE I, ,-/,+ )( I, UMBR!LI..A llAB H:c:s.MAOE --~ I , ,__ EXCESS UAB AMR t• I, OED I I RETEHflOO $ I, WORKERS COMPENSATION I "'" --I I 9.™-ANO EMPLOYERS' UA8'.l"l'Y tl ANY PftOPAl[T(lM>ARTNERIEXfCUTIVE "'' '"'""' A--------I, 8,1:FICER:::,r.'mll EXCLUCED1 NI A W1.to,y n .. ··--I< l!!J!~,:~~cjpa::Raf•"""•~ "''.DISEASE .--·---IMIT s C PROFESSIONAL LIAB SP1560852C \,((, I, ,. 'f 09/16/2018 09116/2019 LIMIT 2,000,000 e<?. ., AGGREGATE 2,000,000 A-t+ Y-I 0E.SCRJPTION Of OPf.RATIONS I LOCATIONS f VEHICLE.$ (ACORO 101 . Ad<llt1on11 Rtm&rka Sctle®I-. may be Dtt&el'l9d If tnoto space ls reqi;,llttd) Certificate Hol der, T h e Cl~ of C u pertino, Its City Coun cil, officers, offic ials, employees, afJ:n s, sorvants and voluntee rs aro named as Additional Insured on e Gonoral Liabllli poli cy with primary and non- contri butory wordln 9 as per attached en orsement form. Waiver of Subrogation app li es per broadening endorsement. CATI' .. A, .DER 1'>···--11 --·-· CITYCUP SHOULD ANY OF TME ABOVE DESCR IBED POLICIES SE CANCELLED BEFORE City of Cupertino lliE EXPIRATION DATE TliEREOF, NOTtCE WILL BE DELIVERED IN ACCORDANCE W111i 1"E POLICY PR0V1Sl0NS , 10300 Torre Ave Cupertino, CA 95014 AU THORJZEO REPRfS.ENTA TlVE ' tl14~dh.<,.,.,,. .. --.. A CORD 25 (2016/03) @ 1988-2015 ACORD CORPORATION. All rights "'served. The ACORD namo and logo ar e registered marks of ACORD l THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGE This en dorsement changes th e po licy effective on the Incep ti on Date or the policy unless ano ther date is Indicated below: ~ PolicyNum~~ Named Insured and Maltlng Address; CALIFORNIA CONSULTING INC. 214 MAIN STREET SUITE 102 EL SEGUNDO CA 9024 5 Polley Change Effective Date: 03/04/19 Effective hour is the same as stated in the Declarat ions Page of the Policy. Policy Change Number: 001 Agent Name: VALLE¥ REGIONAL INSURANCE SERVICES Code: 132123 POLICY CHANGES: SENTINEL INSURANCE COMPAN'i, LIMITED ANY CHANGES IN 'iOUR PREMIUM WILL BE REFLECTED IN YOUR NEXT BILLING STATEMENT . IF 'iOU ARE ENROLLED IN REPETITIVE EFT DRAWS FROM 'iOUR BANK ACCOUNT, CHANGES IN PREMIUM WILL CHANGE FUTURE DRAW AMOUNTS. THIS IS NOT A BILL . NO PREMIUM DUE AS OF POLIC'i CHANGE EFFECTIVE DATE FORM NUMBERS Of' ENDORSEMENTS REVISED AT ENDORSEMENT ISSUE: IH12001185 ADDITIONAL INSURED -PERSON -ORGANIZATION IH12001185 WAIVER OF SUBROGATION PRO RATA !'ACTOR: 0. 751 THIS ENDORSEMENT DOES NOT CHANGE THE POLICY EXCEPT AS SHOWN. Form SS 12 11 04 05 T Process Date: 03/04/1 9 Page 001 Policy Effective Date: 1 2/03/18 Polley Expiration Date: 12/03/19 POLICY NUMBER: 51 SBA RB5523 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED • PERSON-ORGANIZATION THE CITY OF MURRIBTA, ITS OFFICBRS, OFFICIALS , BMl?LOYEES, AND VOLUNTEERS ONE TOWN SQUARE 24601 JEFFERSON AVE MURRIETA, CA 92562 CITY OF RI PON 259 N. WILMA RIPON, CA 95366 CITY OF LAKE FOREST 25550 COMMERCENTRE DR STE 100 LAKE FOREST ,_CA .-9263-0 -------------------......,_ THE CITY OF CUPERTINO, ITS CITY COUNClL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS, VOLUNTEERS AND CONSULTANTS 10300 TORRE AVE CUPERTINO, CA 95014 Form IH 12 00 11 85 T SEQ. NO. 003 Process Date: 03/04/19 Printed in U.S.A . Page O O 1 Expiration Date: 12/03/19 POLICY NUMBER: 51 SBA RB5523 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION COUNTY OF ORANGE, ITS ELECTED AND APPOINTED OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES 300 N FLOWER ST STE 400 SANTA ANA, CA 92703 CITY OF LAKE FOREST 25550 COMMERCENTRE DR STE 100 LAKE FOREST, CA 92630 ----- TRE CITY OF CUPERTINO , ITS CITY COUNCIL, BOARDS AND COMMISSIONS, OFFICERS, OFFICIALS, EMPLOYEES, AGENTS, SERVANTS, VOLUNTEERS AND CONSULTANTS ) ~ 10300 TORRE AVE CUPERTINO, CA 95014 Form IH 12 00 11 85 T SEQ. NO. 004 Printed in U .S .A. Page 001 Process Date: 03/04/19 Expiration Date: 12/03/19 THIS ENDORSEMENT CH A NGES THE POLIC Y. PLEAS E REA D IT CA REFULLY. NOTICE O F CA NC E LLATION TO CERT IFIC AT E H O L DE R(S ) This policy is subject to the following additiona l Conditions: A. If th i s po licy is cancelled by the Company , other than for non-payment of premium, notice of such ca nce llation w ill be provided at least thirty (30) days in advance of the cancellation effective date to the certificate holder(s ) w i th maili ng addresses on fi le with the agent of record or the Company. B. If this policy is cancelled by the company for non- paymen t of premium , or by the insured , notice of such cancellation will be provided w i th i n ten (10) days of the cancellation effective date to the certificate holder(s) with mai ling addresses on file with the agent of record or the Company. Form SS 12 23 06 11 If notice is mailed, pro of of mailing to the last known mai ling address of the certi ficate holder(s) on file with the agent of record or the Company wi ll be sufficient proof of notice . Any notification rights provided by th is endorsement apply only to active certificate holder(s) who were issued a certificate of insurance applicable to this po licy's term . Fai lure to provide such notice to the certificate holder(s) will not amend or extend the date the cancellation becomes effective, nor w i l l it negate cancellation of the poli cy . Fai lure to send noti ce shall impose no li ability of any kind upon the Company or its agents or r epresentatives. Page 1 of 1 © 2011 , The Hartford THE l THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 7825 1 CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO CA 95014-3202 Account Information: Policy Hol der Details : CALIFORNIA CONSUL TING INC February 14, 20 19 t O ~ Contact Us Business Service Center Business Hours : Monday -Friday (7 AM -7PM Central Standard Time) Phone: (877) 287-1312 Fax: (888) 443-6112 Email: agency.services@thehartford.co m Website: https://business. thehartford.com Enclosed please find a Certifi cate Of Insurance for the above referenced Pol icyholder. Please contact us if yo u have any questions or concerns . Sincerely, Your Hartford Service Team WLTR005 ~ OATt. (MYJOOIYYYY) A C C>R d' CERTIFICATE OF LIABILITY IN S URANCE ....___.. 0 2/14/20 19 THIS CERTIFICATE IS ISSU ED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TH IS CERTIFICATE OF INS URANCE DOES NOT CO NSTITUTE A CONTRACT B ETWEEN THE ISSUING INSURER(S). AUTHOR IZED REPRESENTATIVE OR PRODUCER . AND THE CERTIFICATE HOLDER. IMPORTANT: II the cortlllcato hol der ls on ADDITIONAL INSURED, lho pollcy(los) musl bo endorsed. If SUBROGATIONIS WAIVED, subject to tho terms and conditi ons of tho policy, certa i n polic:ies may require an endorsomont. A statement on this certificate doos not confor rinhts to the certificate ho l der In llou o f such endorsomentls). PROOUCER CONTACT NAM!: PAYCHEX INSURANCE AGENCY INC PHON! (877)287-1312 IFAX (888)443-6112 76210705 (A.IC. No, 0-t): (AIC,No): 150 SAWGRASS DRIVE E-MAIL ADOR!S$: ROCHESTER NY14620 IN SUR£R(S)AFfOROING COVERAGE NAIC# 1N$UR£R A : The Hartford Casualty lnsuranoe Company 29424 INSURED INSUA.£R 8 : CALIFORNIA CONSULTING INC INSURER C : 214 MAIN ST STE 102 IMSURERO : EL SEGUNDO CA 9024$-3803 ~(l.o~ IN$UR£RE: IHSURERF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THJS lS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSV EO TO TI-IE INSURED NMiE.O ABOVE FOR T HE POLICY PERIOD INDICATED.NOTWITHSTAN DING ANY REQU IREMENT. TERM 0A CONOITtON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHIQ-1 THIS CERTI FICATE MAY BE ISSUED OR MAY PERTAIN , THE 1,isuRANCE AFFORDED BY TliE POUCIES DESCRIBED HEREIN IS SUBJECT TO AU THE TERMS, EXClUS10N$ AND CONDITIONS Of SUCH POLIC IES. LIMITS SHOWN MAY HAVE. BEEN REDUCED BY PAID CLAIMS. 1•" TYPE OF INSURANCE AOOL SU8R POUC't f'j\lMS!A POLiCYfff POLICY' EXP UMITS ,--' --··-I •MS COMMERCIAl GEtEP.AL LW..ITY £AO.OCCURRENCE I-=1 ct.A1JAS.MADEOoccuR OAMAUE Tv~tED I- .--· ---1 I.ED EXP (M')'<>M'petWI) PER50NAI. 6 ADV INJURY RL.AOOREGAlE UMlf N'PUES PER: GENERAL AGGREGATE POLICY D ~ D LOC PROOUCTS•COMPIOP AGG OTIER: COMBINED SINu,,.E LIWT AUT0t,t091LE UAB&UTY 1r.. •· .. -ANY AUTO B001.. V 1NJURV (Per ll«IOO) I-AU, OWNED -SC HE CAA.ED OOOI.. Y IN.AIRY iP1tt Kdoonl) AUTOS •lJTOS I-HIRED -NON-OWNED PROPERTY Ul"IIW\UC I-AUTOS -AUTOS (Pet .cc:ldenl) ~ UMBRELLA UA8 H~-u· EACH OCCURRENCE EXCl!SSUAB :s-AGGREGATE ~~ I RElEHTIOfj $ WORKERS COMPl;.NSATIOH X I~~---~--, l'"" NfO EMPLOYERS' UASIUf't --y .. U. EACH ACCIDENT V $1,000.000 A PROPRIETOA!PARTNERJEXECUTIVE [ NIA X 76 WBG PT14:le 01/16/2019 01116/2020 OFF'ICERIM.EMBER EXCl.UOEO? E..t. CISEASE ·EA EMPI..OYEE $1.000 ,000 iMomf.tto,y In HH) II yes. d~ und• E.L DISEASE • POUCY UMIT $1,000,000 -"·-·· RATI DE$CRJPT10N OF OPERATl()NS I t.OCATION$/ VEHICLES {ACORD 101, AddU;tonal R~.1,kl SCtl .. lo, m;,y bO amlehtcl If motO ~ce Is tOQulrtd• Those usual to the lnsured's Opera lions. Blanket Waiver of Sub<ogatlon applies In favor of the CertU'icate Ho&de-r per the Waiver of OLr Right lo Reoover from Olhers Endorsement WC040306, auached lo Uils polley. Notice of Cancellallon will be provided In accordance wllh Form WC990394 . attached lo U,i s policy. CERTIFl'"''TE HOLDER CA°""ELLATION CITY OF CUPERTINO SHOULD ANY OF THE ABOVE DESCRIBED PO LICIES BE CANCELLED 10300 TORRE AVE BEFORE THE EXPJRATtON DATE THEREOF, NOTICE WILL BE DELIVERED CUPERTINO CA 95014-3202 IN ACCORDANCE WITH THE POLICY PROVISIONS . AUTHORIZED REPIU! SENT A TNE <'.J ""'2Vl of t°Pa~ @ 1988-2015 ACORD CORPORATI ON. All rights reserved. ACORD 25 (2016103) The ACORD name and logo a r e regi stered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Form SS 00 0 8 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM B e gin ning on Pa g e A. COVERAGES 1 Business Liabil ity 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 2 . Duties In T he Event Of Occu rrence, Offense, C lai m O r Sui t 3. Financial Responsibility Laws 4 . Legal Action Against Us 5 . Separation Of Insureds 6 . Representations 7 . Othe r Insurance 8. T ransfe r O f Ri ghts Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIAB ILITY AND MEDICAL EXPENSES DEFINITIONS Form SS 00 0 8 04 0 5 15 1 5 16 16 16 16 16 17 18 18 20 BUSINESS LIABILITY COVERAGE FORM Various provisions in this po licy res trict coverage . Read the entire policy carefully to determine rights, duties and what is an d is not covere d. 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 "insu red" means any person or o rganizatio n qu al ify ing as such under Sec ti on 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 (BODI LY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obl iga ted to pay a s damages because of "b odi ly injury", "property damage" or "pe rsonal and advertising injury" to which this insurance applies. We will have the right and duty to defe nd th e Insu red aga ins t an y "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "p roperty d am age" o r "persona l and adve rti s ing injury" to which this insurance does not apply. We may, at our discretion , investigate any "occurren ce" or offense a nd settle any c laim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Li ability And Medical Ex pe nses Limi t s Of Insurance ; and (2 ) Our right and duty to defend ends when we have used up the applicable limit of ins urance in th e payment of judgmen ts , settleme nts or medica l expenses to wh ich this insurance applies. No other obligation or liability to pay sums or perfo rm acts or se rvices is cove red unless explici tly prov ided for und er Cove rage Extension -Supplementary Payments. b . This insurance applies : (1) To "bodi ly inju ry" an d "property damage" on ly if: Form SS 00 08 04 05 (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "cove rage territory"; (b ) The "bodily injury" or "property damage" occurs during the policy period ; and (c) Prior to th e po li cy period, no insu red listed under Parag raph 1. of Secti on C . -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodi ly injury" or "property damage" had occurred , in whole or in part. If such a listed insured or au thor ized "emp loyee" knew, pri or to the po li cy period, that the "bodily injury" or "property damage" occurred, then any continuation , change or resumption of such "bod il y inj ury" or "pro perty damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "pe rso nal and adve rti sing inju ry" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" d uring the po licy period. c . "Bodi ly injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed u nder Paragra ph 1 . of Section C. -Who Is A n Insured o r any "employee" authorized by you to g ive or receive notice of an "occurrence" or cla im: (1) Reports a ll , or any part, of the "bodily injury" o r "property damage" to us or any other insurer; Pag e 1 of 24 © 2005, The Hartford BUS I NESS LIAB ILITY 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 "bodi ly 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, nu rse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services . (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnish in g of these services to any one person will be considered one "occurrence". 2. MEDI CAL 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 submi ts to Pa ge 2 of 24 examination , at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insura nce . We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgica l, x-ray and dental services, including prosthetic devices ; and (3) Necessary ambulance , hospital , professiona l nursing and fun era l services. 3. COVERAGE EXTENSION - SUP P LEMENTARY PAYMEN T S a. We w ill 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 veh icle 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 rel ease 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 in sured 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 preju dgment interest based on that pe r iod of time after the offe r. (7 ) All interest on the full amount of any judgment that accrues after entry of the j udgment 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 wi ll 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 a lso named as a party to the "suit", we wil l defend that indemnitee if a ll of the fo ll owing conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance app lies 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 a llegations in the "su it" and the information we know about the "occurrence" are such that no conflict appears to ex ist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and contro l the defense of that indemnitee against such "suit" and agree that we can assign the same counse l to defend the insured and the indemnitee; and (6) The indemnitee: (a ) Agrees in writing to: (i) Cooperate with us in the investigation , settlement or defense of the "suit"; (ii ) Immed iately send us copies of any dema nds, notices, sum monses or legal papers received in connection with the "suit"; (iii ) Notify any other insurer whose coverage is ava ilable to the indemn itee; and (iv) Cooperate with us with respect to coordinating other app licable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii ) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINE SS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defe nse of tha t indemnitee , necessary litigatio n expenses incurred by us and necessary lit igation expenses incurred by the indemn itee at our request will be paid as Supplementary Payme nts. Notwithstanding the provisions of Paragraph 1 .b.(b) of Section B . - Exclusions, such payments will not be deemed to be damages for "bod ily injury" and "property damage" and wil l not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above , or the terms of the agreement described in Pa ragraph (6) above, are no longer met. 8 . EXCLUSIONS 1 . Applicable To Business Lia bility Cove rage Th is insurance does not apply to: a. Ex pect ed Or Inte nd ed Injury (1) "Bod il y injury" or "property damage" expected or intended from the standpo int of the ins ured. This exclusion does not app ly to "bodily injury" or "property damage" resu lting from the use of reasonab le force to protect persons or property; or (2) "Pe rsonal and advertising injury" arising out of an offense comm itted by, at the di rection of or with the consent or acqu iescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractu a l Li a bility (1) "Bodi ly injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is ob ligated to pay damages by reason of the assumption of liability In a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "pe rsonal and advertising Injury" that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BU S INESS LIABILITY COV ERA GE FORM (b ) "Bod il y injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. So lely for the purpose of liability assumed in an "insured contract", reasonable attorneys ' fees and necessary litigation expenses incu rred by or for a party other than an insured are deemed to be damages because of "bodi ly 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 resolut ion proceed ing in which damages to which this insurance applies are alleged. c . Liquor Li a bility "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 alcohol ic beverages to a person under the legal drinking age or under the influe nce of alcoho l; or (3) Any statute , ordinance or reg ulation re lati ng to the sale , gift, d istribution or use of alco holic beverages. This exclusion applies only if you are in the business of manufacturing, distributing , selling , serving or furnishing alcoholic beverages. d. Workers' Compe nsatio n A nd Simil ar Laws Any ob li gation of the insured under a workers' compensation, disabili ty benefits or unemployment compensati on law or any simi lar law. e. Empl oy e r's Li a bility "Bodily inj ury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or Pa ge 4 of 24 (b) Perform ing duties re lated to the conduct of th e insured's business , or (2) The spouse, chi ld , pa rent, b rother 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 ) T o any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not app ly to liability assumed by the insu red under an "insured contract". f . Po llution (1) "Bodily injury", "property damage" or "persona l and advertising inj ury" arising out of the actual , alleged o r th reatened d ischarge , dispersal, seepage , mig ration , re lease or escape of "pollutants": (a) At o r from any prem ises , site or location which is or was at any time owned or occupied by , o r re n ted or loa ned to any insured. However, this subparagraph does not apply to: (i) "Bodi ly injury" if s usta ined w ithin a building and caused by smoke , fumes , vapor or soot produced by or origin ating from equipment that is used to heat , cool or dehumidify the building , or equipment tha t is used to heat water for persona l use, by the buildi ng's occupants or their guests; (ii) "Bodily inj ury" or "property damage" for wh ich you may be held liab le, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insu red with respect to your ongoing operations performed for that add itiona l insu red at that premises , site or location and such premises , site or location is not and never was owned or occupied by , or rented or loaned to , any insu red , other than that additional insured; or Form SS 00 08 04 05 (iii) "Bod il y inju ry" o r "property damage" arising out of heat , smoke or fumes from a "hostile fi re "; (b) At or from any prem ises , s ite or location which is or was at any ti me used by or for a ny insured or others for the handl ing , storage , disposal , processing or treatment of was te; (c) Which are or were at any time transported, handled , stored , trea ted , disposed of, o r processed as waste by or for: (i) A ny ins ure d; or (i i) Any person or organization for whom you may be legally responsi bl e ; (d) At or from any premises , si te or location on which any insured or any con trac to rs or su bco ntrac tors working directly or indirectly on any insured's b ehalf are performing o perations if t he "pollutants" are brought on or to the premises, site o r loca tion in connectio n with suc h operation s by such insured , contractor or subcontractor. However, this subparag raph does not app ly to: (i) "Bodily inj ury" or "property Form SS 00 08 04 05 damage" aris ing out of the escape of fuels , lubrican ts or other operating fluids which are needed to perform the normal electrical, hyd raul ic or mechanical functions necessary for the operation of "mobi le equ ipmen t" or its parts, if such fuels , lubricants or other operating fluids escape from a veh icle part desig ned to hold , store or receive them . This exception does not apply if the "bod ily injury" or "property damage" arises out of the intentiona l discharge, dis pe rsal or release of th e fu e ls, lubricants or other operating fluids, o r if such fuels, lu brican ts o r o ther operating fluids are brought on or to the premises , site or location with the int ent that th ey be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM relea sed as part of the operations being performed by such insu red , contractor o r subco ntrac to r; (ii) "Bodily injury'' or "property damage" su stained within a building and caused by the release of gases , fumes or vapors from materials brought into that bu ild ing in connection wnh operations being performed by you or o n your beha lf by a contractor or subcontractor ; or (iii) "Bodily injury" or "property da mage" aris in g out o f hea t, smoke or fumes from a "hostile fire"; or (e) At or from any prem ises , sit e or location on which any insured or any contractors o r subcontractors work ing directly or in directly on any insured 's behal f are performing operations if the operations are to tes t for, monitor, clean up, remove, contain , treat , detoxify or neutralize , or in any way respond to , or assess th e effects of, "p ollutants". (2) Any loss , cost or expense arising out of any: (a) Request, demand, order or statu tory or regulatory requirement that any insured or othe rs test for, monitor, clean up, remove , con tain , treat, detoxify or neu traliz e, or in any way respond to , or assess the effects of, "pollu tants"; or (b) Claim or suit by or on behalf of a govern mental au th ority fo r damages because of tes ting for, monitoring , cleaning up, removing , con ta ining, trea tin g, de toxifying o r neutralizing , or in any way responding to , or assessing the effects of, "pollu tants". However, this paragraph does not apply to liability for damages because of "pro pe rty damag e" that th e insu red wou ld have in the absence of such request , demand , order or statutory or regu latory requirement, o r such claim or "suit" by or on beha lf of a governmental authority. Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g . Aircraft, Auto Or W ate rcraft "Bodily injury" or "property damage" arising out of the ownership , maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims aga inst any insured allege negligence or other wrongdoing in the superv ision , hiring , employment , training or monitoring of others by that insured , if the "occurrence" which caused the "bod ily injury" or "property damage" involved the ownership , maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured . This exclusion does not apply to : (1) A watercraft while ashore on prem ises you own or rent ; (2) A watercraft you do not own that is: (a) Less than 51 feet long ; and (b) Not be ing used to carry persons for a charge ; (3) Parking an "auto" on, or on the ways next to , premises you own or rent , provided the "auto" is not owned by or rented or loaned to you or the insured ; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of ai rcraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f .(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew . However, this exception does not app ly if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess , contingent or on any other ba sis. h. Mobile Equipm e nt "Bodily injury" or "property damage" arising out of: (1) The transportation of "mobi le equipmen t" by an "auto" owned or operated by or rented or loaned to any insu red; or Pag e 6 of 24 (2) The use of "mobile equipment" in , or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity . i. W ar "Bodily injury", "p roperty damage" or "personal and advertising injury", however caused , aris in g, di rectly or indi rectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a mi litary force, including action in hindering or defending aga inst an ac tu a l or expected attack, by any government , sovereign or othe r au thority using military personnel or other agents ; or (3) Insurrection , rebellion , revolution , usurped power, or action ta ken by governmenta l authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "persona l and advertising injury" arising out of the rendering of or fa il ure to render any professional serv ic e. This includes but is not limited to : (1) Lega l, accounting or advertising services ; (2) Preparing , approving , or failing to prepare or approve maps , shop drawin gs, opinions, reports, s urv eys, field orders , change orders , designs or drawings and specifica tions; (3) Supervisory , inspection , architectural or engineering activiti es; (4) Medical, surgical, denta l, 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 , ha ir removal or replacement or personal grooming ; (7) Optica l or hearing aid services including the prescribing , preparation , fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form SS 00 08 04 05 (8) Optometry or optometric services including but not limi ted to exam ination of the eyes and the prescribing , preparation , fitting .demonstration or distribution of ophthalmic lenses and simi lar products ; (9) Any: (a) Body piercing (not inclu ding ear piercing); (b) Tattooing , including but not limited to the insertion of pigments into or under the skin; and (c) Similar services ; (10) Services in the practice of pharmacy ; and (11) Computer consulting , design or programming services, including web site design . Paragraphs (4) and (5) of this exclusion do not app ly to the Incidenta l Medical Malpractice coverage afforded under Paragraph 1 .e. in Section A. -Coverages . k. Damage To Property "Property damage" to: (1) Property you own , rent or occupy, including any costs or expenses incurred by you , or any other person , organization or entity, fo r repair, replacement , enhancement, restoration or maintenance of such property for any reason, includ ing prevention of injury to a person or damage to another's property; (2) Premises you sell , g ive away or abando n, 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 wh ich you or any contractors or subcontractors working directly or indirectly on your behalf are perform ing operations , if the "property damage" arises out of those operations ; or (6) That particular part of any property that must be restored , re paired or replaced because "your wo rk" was incorrectly performed on it. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exc lusion do not app ly to "property damage" (other than damage by fire) to premises, including the contents of such premises , rented to you for a period of 7 or fewer consecutive days. A separate Limit of In surance applies to Damage To Premises Rented To You as described in Section D . -Li mits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occup ied , rented or held for renta l by you . Paragraphs (3) and (4) of this excl usion do not apply to the use of e le vators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not app ly to "property damage" to borrowed equipment while not being used to perform ope rations at a job s ite. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behal f 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 ''you r work"; or (2) A delay or fa il ure by you or anyone acting on your behalf to perform a contract or ag re ement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physica l injury to "your product" or "your work" after it has been put to its intended use. Page 7 of 24 BUSINESS LIABILITY C OVERAGE FOR M o . R ecall Of Prod u cts, W ork Or Im paired Property Damages cla imed for any loss , cost or expense incurred by you or others for the loss of use , withdrawal, reca ll , inspection, repair , replacement, adjustment, removal or disposa l of: (1) "Your product"; (2 ) "Your work"; or (3) "Impa ired property"; if such product, work or property is withdrawn or recalled from the market or from use by any pe rson or organ izat ion because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p . Person a l And Ad verti s ing Inju ry "Personal and advertising inj ury": (1 ) Aris ing out of ora l, written or e lectronic pub li cation of material , if done by or at the d irection of the insured with knowledge of its fa lsity ; (2 ) Arising out of ora l, w ritten or electronic publication of materia l whose first pub lication took place before the beg inning of the pol icy period; (3) Arising out of a crimina l act committed by or at th e direction of the insured ; (4 ) Arising out of any breach of contract, except an implied contract to use anothe r's "advertising idea" in your "advertisement"; (5) Arising out of the fa il ure of goods, products or serv ices to conform with any statement of qua lity or performance made In your "advertisement"; (6) Aris in g out of the wrong description of the price of goods , products or services; (7) Arising out of any v iolation of any intellectual property rights such as copyright, patent, trademark , trade name , trade secret, service mark or other designation of origin or authenticity. Pa ge 8 of 2 4 However, this exclusion does not app ly to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is a lso a trademark, trade name, service mark or other designation of origin or authenticity; or {c) Title of any lite rary or artistic work ; (8) Arising out of an offense committed by an insured whose business is: {a) Advertising , broadcasting, publishing or te lecasting; (b ) Designing or determ ining con tent of web sites for others; or (c) An Internet search , access , co ntent or service provider. However, this exclus ion does not apply to Pa ragraphs . a., b . and c. under the definition of "persona l and advertising injury" in Secti on G. - Liabil ity And Medical Expenses Definitions. Fo r the purposes of th is exclusion , placing an "advertisement" for o r linking to others on your web site , by itse lf , is not cons idered the business of advertising , b roadcasting , publishing or telecasting ; (9) Aris ing out of an electronic chat room or bull etin board the insured hosts , owns , or over which the insured exercises control ; (10) Arising out of the unauthori zed use of another's name or product in your e-mai l address , domain name or metatags, or any other simi lar tactics to mislead another's potential customers ; (11) Arising out of the v iolation of a person's right of privacy created by any state or federal act. However, th is exclus ion does not app ly 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 wtthin 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 o r functionality of an "adve rti sement" or other content on your web site; Form SS 0 0 0 8 04 05 (1 3) Aris ing out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks , bonds or other securities ; or (15) Arising out of discrimination or humiliation committed by or at the d irection 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 manipu late "electronic data". r. Employme nt-Related Practice s "Bodi ly injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to emp loy that person ; (b) Termination of that person's employment; or (c) Emp loyment-related practices , policies, acts or omissions , such as coercion, demotion , evaluation, reassignment, d iscipline, defamation , harassment, humilfation or discrimination directed at that person; or (2) The spouse, child , parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment.:related practices described in Paragraphs (a ), (b), or (c) above is directed . Th is exclusion applies: (1) Whether the insured may be liable as an emp loyer 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) "Bodi ly injury", "property damage" or "persona l and advertising injury" arising out of the "asbestos hazard". (2) Any damages , judgments , settlements , loss , costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actu al or threatened injury or damage of any nature or kind to persons or property wh ich would not have occurred in who le or in part but for the "asbestos hazard"; (b) Arise .out of any request, demand , order or statutory or regu latory 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 haza rd"; 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 Materi al Or Information "Bodily inj ury", "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 amendme nt 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 regu lation, other than the TCPA or CAN-SPAM Act of 2003 , that prohibits or li mits the sending , transmitting , communicating or distribution of material or information. Damag e To Premises Rented To You - Exc eption For Damage By Fire , Lightning or Exp losion Exclusions c. through h. and k. through o. do not app ly to damage by fire , lightn ing or explosion to premises rented to you or temporaril y occupied by you with permission of the owner. A separate Lim it of Insurance applies to th is coverage as described in Section D. -Liability And Medical Expenses Li mits Of Insu rance. Page 9 of 24 BUSINE SS LIABILITY COV ERAGE FORM 2 . Appl icabl e To Medical Ex pe nses Coverage We will not pay expenses for "bodily injury": a. An y Insu re d To any insured, except "volunteer workers". b. Hired Pe rson 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 Prem ises To a person injured on that part of premises you own or rent that the person norma ll y occupies. d . W o rk e rs' Compensation And Simil ar Laws To a person , whether or not an "employee" of any insured, if benefits for the "bod il y inj ury" are payable or m ust be provided under a workers' compensation or disability benefits law or a similar law. e. Athl eti cs A cti viti es To a person injured while practicing, instructing or participating In any physica l exercises or games, sports or athletic contests. f. Prod ucts-Completed O pe ration s Hazard Included with the "products-completed operations hazard". g. Bu si ness Li ability Exc l usi on s Excluded under Business Uability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business . c . A limited liability compa ny, 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 the ir duties as your officers or directors. Your stockholders are also insureds , but only with respect to their liability as stockholders . Pa ge 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 V olunteer Worke rs Your "volunteer workers" only while perform ing 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 perform ing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1 ) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture). to your members (if you are a limited liability company), or to a co-"employee " while in the course of h is or her employment or performing duties related to the conduct of your business. or to your other "vo lunteer workers" wh il e performing duties related to the conduct of your business ; (b) To the spouse, child , parent, brother or sister of that co- "employee" o r that "volunteer worker" as a consequence of Paragraph (1)(a) above ; (c) For which the re 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 providi ng or failing to provide professiona l health care services. If you are not in the business of providing professional health care services , Paragraph (d) does not apply to any nu rse, emergency medical technician or paramedic employed by you to provide such services. (2 ) "Property damage" to property: (a) Owned, occupied or used by, Form S S 00 0 8 04 05 (b) Rented to, in the care, cus to dy or con trol or, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (If you are a partnership or joint venture ), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee " or "volunteer worker"), or any organization while acting as you r real estate manager. c. Temporary Custodians Of Your Property Any person or organization having p rope r temporary cus tody of you r property if you die, but only: (1) With respect to liability arising out of the maintenance or use of tha t prOPerty; and (2) Until your legal represen tative has been appointed. d. Legal Representative If You Die Your lega l re presentative if you die, but only with respect to duties as such. Thal represen ta tive will have all your rights and duties under th is insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of you rs which Is a legally i ncorporated en ti ty of which you own a financia l interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insura nce afforded herein for any subsidiary not shown in th e Declarations as a named insu red 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 th e exhaustion of its limits or insurance. 3. Newly Acquired Or Formed Organization Any organizati on you newly acquire or form, other than a partnership, joint ven ture or limit ed liabili ty company, and over which yo u main tain financia l In terest of more than 50% of the voting stock, wi ll qualify as a Named Insu red If there Is no other similar in surance availa ble 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 LtABILtTY COVERAGE FORM b. Coverage under this p ro vision does not apply to: (1) "Bodily Injury" or "p roperty damage• that occurred: or (2) "Personal and advertising Injury" arising out of an offense committed before you acquired or formed the orga niza tion. 4. Operator Of Mobile Equipment With respect lo "mobile equipment" registered In your name under an y motor vehicle registration law , any person Is an insl.l'ed while driving such equipment along a public highway wtth your permission. Any other person or organiza ti on responsible for the conduct of such person is also an Insured, but only with res pect 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-"e mployee " of the person driving the equipment; or b. "Property damage" to property owned by, rented to, In the charge of or occup ied by you or the employer or any person who is an in sured under this provisi on . 5. Operator of Nonowned Watercraft With respec t to watercraft you do not own that is less than 51 feet long and Is not bei ng used to carry persons for a charge , any person Is an in sured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person Is also an insured, but only with respect to liability arising out of the ope ration of the wa te rcraft, and only if no other insu rance of any kind is available to that person or org anization for this liabili ty. However, no person or organ iza tion Is an insu re d with respect to : a. "Bodi ly inju ry• to a co-•employee· or the person operating the watercraft: or b . "Property damage• to property owned by, rented to, In the cha rge of or occupied by you or the employer of any person who is an in sured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit T he person(s) or organ ization(s) identified in Pa ragraphs a. through f. below are additiona l In su reds when you have agreed , i n a wri tten Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement iss ued 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 thi s 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 phys ical or chemical change in the product made intentional ly by the vendor ; ( d ) Repackaging , except when unpacked solely for the purpose of in spection , demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any fa ilure to make such inspections , adjustments, tests or servici ng as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sa le of the products; (f) Demonstration , installation , servicing or repair operations , except such operations performed at the vendor's prem ises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been lab e led 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 om issi ons or those of its employees or anyone else acting on its behalf. However, th is exclusion does not apply to: (i) The exception s 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 sa le 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 liabil ity for "bodil y injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance , operation or use of equipment leased to you by such person or organization . Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds , th is insurance does not apply to any "occurrence" which takes p lace after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises , but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or 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 demoli tion operations performed by or on behalf of such person or organization. d. Architects , Engin eers O r Surveyors (1) Any arch itect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your beha lf. (2) With respect to the insurance afforded to these additional insureds , the following additional exclusion applies: This insurance does not apply to "bod il y 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) T he 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, architectura l activities . Form SS 00 08 04 05 or inspection , engineering BUSINESS LIABILITY COVERAGE FORM e. Permits Is sued By State Or Political Subdivisions (1) Any state or political subd ivision , but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additiona l 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 with in 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 on ly with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b ) In connection with your premises owned by or rented to you ; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the fa il ure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing , approving , or failure to prepare or approve, maps, shop drawings, opinions , reports , surveys , field orders, change orders , designs or drawings and specifications ; or (b) Supervisory , inspection , architectural or engineering activities . The limits of insurance that apply to additional insureds are described in Section D . -Limits Of In surance. 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 Expe nses General Conditions . No person or organization is an insured with respect to the conduct of any cur rent or past partnership , joint venture or limited liability company that is not shown as a Named Insured in the Decla rations. 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 wi ll 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 wi ll pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-comp leted 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 Genera l Aggregate Limit shown in the Declarations . This Genera l Aggregate Limit applies separa tely 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 temporari ly 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 mos t 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 Liabil ity and Medica l 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 Advertis ing 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 Persona l 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 exp losion , 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 resu lts from fire, lightning or explosion or any combination of these. 6. Ho w Limits Apply To Additional Insured s The most we will pay on beha lf 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 polit ical subdivision ; or b . The Limits of Insurance shown In the Declarations . Such amount shall be a part of and not in additi on 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 appli es to any cla im or "su it", th e 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, thls paragraph does not apply to the Med ic al Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separate ly to each consecutive annual period and to any rema in ing period of less than 12 months , sta rtin g with the beg inning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 mo nth s. In that case , th e additi onal pe riod wil l be deemed part of the last preced in g 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 th e insu red's estate will not relieve us of our obli ga ti ons under th is Coverage Part. 2 . Duties In The Event Of Occu rrence, 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 "occu rrence" 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 add resses of any injured persons and witnesses; and (3) The nature and location of any injury o r damage arising out of the "occurrence" or offense. b . Notice Of Claim If a claim is made or "suit" is brought aga in st 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 o r "suit" as soon as practicab le. c. Assistance And Cooperation Of The I nsured You and any other involved insured must: Form SS 00 08 04 05 BUS INESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices , summonses o r legal papers receive d 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 o ur request, in th e enforcement of any right agains t any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obl igations At The lnsured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment , ass ume any obligatio n, or incur any expense , other than for first aid, without our consent. e. Additional l nsured's Other I nsurance If we cove r a cla im or "suit" under t his Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim o r "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 co ntract, written agreement or permit that this insura nce is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrenc e, Offense , Claim O r Suit Paragraphs a. and b . apply to you or to any additional insured only when such "occurrence", offense, cla im or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or a n ad ditional 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 in sured is a tru st; or (6) Any elected or appointed official, if you or an additional insured is a political subdivisio n or public entity . Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. app li es separate ly to you and any additional insured. 3. Financial Responsibility Laws a. When this po licy is certified as proof of financia l responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liabil ity and "property damage" liabi lity will comply with the provisions of the law to the extent of the coverage and lim its of insurance required by that law. b. With respect to "mobi le equ ip ment" to wh ich this insurance app lies , we wil l 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 Cove rage Form: a. To join us as a party or otherwise bring us into a "su it" asking for damages from an insured; or b . To sue us on this Coverage Form un less all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settleme nt and re lease of liabili~ 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 rig hts 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. Separate ly to each insured against whom a claim is made or "su it" is brought. 6. Representations a. When You Accept This Policy By accepting this policy , you agree : (1) The statements in the Declarations are accurate and complete; (2) Those sta te ments 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 unintentiona lly 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 fol lows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we wi ll share with a ll 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 exte nt 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 ou t of the premises or operations, or products and comp leted operations, for which you have been added as an additional insured by that insurance: or (7) When You Additional Insurance Add Others As An Insured To This That Is other i nsurance availabl e 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 ag reed i n a written contract, written agreement or permit that th is insurance be primary. tf other insurance is also primary, we wi ll share with all tha t 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 th is insurance Is primary and non-contributory with the additional in sured's own insurance, this insurance Is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not app ly to other insurance to which the add itional insured has been added as an additional Insured. When this Insurance i s excess. we will have no duty under this Coverage Part to defend lhe Insured against any "suit" if any other insurer has a duty to defend the insu red against that "suit". If no other insurer defen ds, we will undertake to do so, but we will be entitled to the i nsured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance Is excess over olher insurance, we w ill pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such oth er Insu ra nce would pay for the loss in l he absence of this insurance: and (2) The total of all deductible and self- Insured amounts under all that othe r Insurance. We will share the remalnlng loss , if any , with any other insurance that Is not described in this Excess Insurance provision and was not bough t specifically to apply in excess of the Limtts of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other Insurance permi ts contribution by equal shares, we wi ll follow this method also. Under this approach , each insure r contributes equa l amounts until It has paid its appli cable limi t of Insurance or none of the loss r emains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we wil contribu te by limits . Under this me thod, 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 lo recover all or part of any pa yment , including Supplemen tary Payments, we have made under this Coverage Part, those rights are transferred to us. The Insu red must do nothing after loss to i mpair them. Al our request, the insured will bring "suit" or transfer those rights lo us and help us enforce them . This conditio n does not apply to Med ical Expenses Coverage . b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has wa ived any rights of recovery against any person or organization for all or part of any paymen t, i nclu ding Supplementary Payments, we have made under this Coverage Part, we also waive that righ t, provided the Insured wa ived their righ ts of recovery against such person or organization i n a con tract, agreement or permit that was executed prior to the injury or da mage . Page 17 of 24 BUS INESS LI ABI LI TY COVERAGE FO RM F. OPT IONAL ADDITIONAL IN S URED COVERAGES If listed or shown as app li cable in the Declarations, one or more of the following Optiona l 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 app licab le to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured -Des i gnate d Person Or Organization WHO IS AN INSUR ED under Section C. is amended to include as an additional insured th e person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or th e acts or omiss ions of those acting on your behalf: a . In the performance of your ongoing operations; or b. In con nectio n with your premises owned by or rented to you. 2. Additiona l I nsured -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 app ly: 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. Addit iona l I nsured -Grante r Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured th e person(s) or organization(s) s hown in the Declarat ions as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Add iti ona l In s ur ed -Lessor Of Leased E q u ipment 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 "p ersonal and advertisi ng injury" caused , in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b . With respect to the insurance affo rd ed to these additional insureds , this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Add itional I nsured -Owners Or Other I nterests From Whom Land Has Been Leased a. WHO IS AN INSUR ED under Section C . is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased , but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased t o you and shown in the Declarations. b . With respect to the insurance afforded to these additional insureds, the following additional exclusions app ly: This insurance does not apply to : (1) Any "occurrence" that takes place after you cease to lease that la nd ; or (2) Structural alterations, new construction or demolition ope rations performed by or on behalf of such person or organization. 6. Additiona l Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additiona l insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Po litical Subd iv ision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subd ivision has issued a permit. b. With respect to the insurance afforded to these additional insureds , the fo ll owing additional exclusions apply: This insurance does not apply to : (1) "Bodily injury", "property damage" or "persona l and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard . 7 . Additiona l In sured -Ve n dors 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 De c larations as an Additional Insured - Vendor, but on ly with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or so ld 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-comp leted operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not app ly 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 chemi cal 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 LIAB ILITY COVE RAGE FORM (e) Any failure to make such inspections, adjustments , tests or seNicing as the vendor has agreed to make or norma ll y undertakes to make in the usual course of business , in connection with the distribution or sale of the products ; (f) Demonstration , installation , seNicing 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 relabe led 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 emp loyees 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 seNicing as the vendor has agreed to make or normal ly undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not app ly 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. Add it io nal I nsured -Controlling I nterest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest , but only with respect to their liability arising out of: a. Their financial control of you ; or b. Premises they own , maintain or control while you lease or occupy these premises. P age 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 -Owne rs, Lessee s Or Contractors Scheduled Person Or Organization a . WHO IS AN INSURED under Section C. is amended to i ncl ud e as an add itio nal insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner, Le ssees Or Contractors, but on ly 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 co nnection with "your work" performed for that additional insured and included w ithin the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodi ly 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", "p roperty damage" or "personal an advertising injury" arising out of the rendering of, or the failu re to render, any professiona l architectura l, engi neering 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 drawin gs and s pecifications; or (2 ) Supervisory , Inspection , architectural or engineering activ ities. 10. Additional Insure d -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additiona l insu red the person(s) or Orga nization(s) shown in the Declarations as an Additional Insured -Co- Owner Of Insured Premises, but only with respect to thei r liabil ity as co -owner of the premises shown in the Declarations. Page 20 of 24 The limits of insurance that apply to additional insu reds are described in Section 0 . -Limits Of Insu rance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insu rance Cond ition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread publ ic dissem inati on of information or images that has the purpose of inducing the sa le of goods, products or services through: a . (1) Radio; (2) T elevision ; (3) Billboard ; (4) Magazine; (5 ) Newspaper; b. The Internet, but only that part of a web site that is about goods, products o r services for the purposes of inducing the sale of goods , products or services ; or c . Any other pub lication that is g iven widespread public distribution. However, "adverti sement" does not include: a. The design, p rinted material, information or images co ntained in, on or upon the packaging or labeling of any goods or products; or b . An interacti ve 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 , tra i ler or semi-trailer designed for travel o n publ ic roads , including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5 . "Bodily injury" means physical : a. Injury; b. Sick ness ; or c . Disease sustained by a person and , if aris ing out of the above, mental anguish or death at any time. 6 . "Coverage territory" means: Form SS 00 0 8 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibi lity 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 wh ich 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 fu lfill 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 temporari ly 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 Medica l 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 ord inance, 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 municipa lity) 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 li ability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle , tracks , road-beds , tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage aris i ng out of: (a ) Preparing , approving or fa ili ng to prepare or approve maps , shop drawings, opinions, reports, surveys , field orders, change orders , designs or drawings and specifications ; or (b) Giving d irections or instructions, or failing to g ive them, if that is the primary cause of the injury or damage ; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, incl uding those listed in (1) above and supervisory , inspection , architectural or engineering activities . 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm , to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a . After it is moved from the place where it Is accepted for movement into or onto an a ircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or un loading" does not include the movement of property by means of a mechanical device , other than a hand truck , that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equi pment: a. Bu ll dozers, farm machinery, forklifts and other vehicles designed for use principally off public roads ; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether se lf-propelled or not, on which are permanently mounted: Page 22 of 24 (1) Power cranes, shovels , loaders , diggers or drills ; or (2) Road construction or resurfacing equipment such as graders , scrapers or rollers; e. Vehicles not described in a., b ., c., or d . above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying , welding , building cleaning , geophysical exploration , lighting and well servici ng equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b ., c ., or d. above maintained primarily for purp oses other than the transportation of persons or cargo. However, self-propelled veh icles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintena nce, but not construction or resurfacing; or (c) Street cleaning ; (2) Cherry pickers and similar devices mounted on automobil e or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying , welding, building cleaning , geophysical exploration , lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions . 17. "Persona l and advertising injury" means injury, including consequentia l "bod il y injury", arising out of one or more of the following offenses: a . False arrest, detention or i mprisonment; 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, land lord or lessor; d. Oral , written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods , products or services ; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying , in your "advertisement", a person's or orga nization '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, fu mes, acids, alkalis, chemicals and waste. Waste includes materials to be recyc led , reconditioned or reclaimed . 19 . "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been comp leted or abandoned . However, "your work" will be deemed to be completed at the earliest of the fo llowing 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 organ ization other than another contractor or subcontractor working on the same project. Fo rm S S 00 08 04 05 BUSINESS LIABILITY COVERAGE FOR M Work that may need service, maintenance, correcti on, repair or replacement, but which is otherwise complete , will be treated as completed . The "bodi ly 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. 2 0. "Property damage" means: a. Physical injury to tangible property, including all resu lting 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 civ il proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this Insu rance applies are al leged. "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 wh ich 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 cond itions. 23. "Vol unteer worker" means a person who: a. Is not your "employee"; Page 23 of 24 BUS I NESS LIABI LITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you . 24. "Your product": a. Means: (1) Any goods or products, other than rea l 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 A C ~., CERTIFI CATE OF LIABILITY IN SURANCE OATE (MM.t>ONYYY> .___ 0 3/06/2019 THIS CER TIFICATE IS ISSUED AS A MATIER O F INFORMATION ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CER TIFI CATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTENO OR ALTER THE COVERAGE AFFORDED BY TH E POLIC IES BELOW. TH IS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN TH E I SSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER , A NO THE CERTIFICATE HOLDE R. IMPORTANT: If tho c ortific;,,to holder i s an ADDITIONAL INSURED, tho Policy(los) mu5t bo o ndor sed. If SUBROGATIONIS WA IVED , subject to the t orms and co nditions of the policy. ce rtain policies may requiro an e ndOfsomonL A statoment on this certificate doos not confer rlaht s to the cortlfieato holder in lieu of suc h ondorsement(s). PROOUCER CONTACT NA.M t: PAYCHEX INSURANCE AGENCY INC 76210705 PHONE (877) 287-1312 IFAX (888) 443-61 12 (NC,No,bl): (NC.No~ 150 SAWGRASS ORNE ROCHESTER NY 14620 !-MAIL ADORE$$: INSURER(S)AfFORCMNG COVERAGE ...,, tNSURER A: The Hartford Casuatty Insurance Company 29424 INSIJREO 1NSUREA8: CALIFORNIA CONSULTING INC INSURERC: 214 MAIN ST STE 102 EL SEGUNDO CA 90245-3803 INSURER 0 : IN SURER I!!; IINSUR!RF: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES Of INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INOICATEtl .NOTWITHST ANOING ANY REQUIREMEl'll. TERM OR CONOITION OF ~y CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI$ CERTIFICATE MAY 8E ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 1$ SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POUCfE$. LIMITS SHOWN MAY HAVE BEEN REOUCEO BY PAID Cl.AIMS. .... TYPE OF INSURANCE AOOL StJBR POLICY NUMBER POLICY £ff POLICY EXP LIMITS OTO ...•• , ....• COM.MERCIAt. GENERAL t.lABll.lTY EACHOCCORRENCE ,- (JctAJM8-MAOE Oocci .. 1-•. ~AGETOR-•. -,- MED SCP (My c,w, Plt"lon) PER_...---& ADV INJURY GElfL AGGREGATE UMJT APPI.IES PER: GENERAi. AGGREGATE R ,POUCY D Pl\0-OLOC PROOU:::TS • COMPX)P AGG JECT OT>ER. AUTOM08llf. LIABlUTY 1 --··~INEDS-. .,.._ UMfT l,c: ....... i.._,\ ~ N<YAU10 BODI. Y »'WRY (Per l*10ft) ,-AU OWNED .--SCl1EOOLED AUTOS AUTOS 80Dll V INJURY (Pet •ccicsenl} ,- ""'E0 t--NON·OWNEO PR......-ERTY ... ~ AUTOS AUTOS ~ac:ddenl) ~ - UMBRELLA I.WI H-UR EACH OCCUMENCE t-IEXCIE$SUAB CLAIMS- MADE AGGREGATE ~ I RETENTION s WORKERS COMPENSAfluN ' X 1PE1> I 1;lH· Am> EMPLOYERS• UABI UTY ~ N<Y YIN ~L EACM ACCC>EMT $1,000,000 A PROPA.ETOR.'PAATt£RJEXE.cVTIVE [ NIA "" 76WBG7 01/1812019 01/161202. OFFICERIM£M8ER EXCUJOEO? U. DISEASE-EA EMPlOYEE $1 ,000,000 (Mar1<1a.1o,y In NH) II yes, f:1$$01be und'et E.L DISEASE· POUCY UMJT $1,000.000 NnF " OESCRIPTIONOF OPERATIONS /LOCA TIONS I VEHICLES f~ORD 101, Adclllbl.al RtmariQ; Sc::INt<lule, m;1y t,-11uctied If mo,upace Is rfCIU"ed) Those usual to the lnsured's Operations . Notice or Cancetlatlon will be provided in accordance vAlh Form SS1223 , attached to lhis policy, Blanket Waiver or Subrogation applies in favor of th& Certificate Holder per the Wai ver of Our R:ighl to Recover rrom Others Endorsement WC000313, attached lo this policy. CERTIF ICATE HOLDER CANCELLATlnN CITY OF CUPERTINO SHOULD ANY OF THE ABOVE DESCRIBED PO LICI ES BE CANCELLED 10300 TORRE AVE BEFO RE THE EXPIRATION DATE TH EREOF , NOTIC E WILL BE DELIVERED CUPERTINO CA 95014-3202 IN ACCORDANCE WITH THE POL.CY PROVISIO NS. AUTHORll.EO Rf PRESENT A TIVE a~of. cad~ ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and l ogo are registered marks of ACORD THE;J HARTFORD THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 CITY OF CUPERTINO 10300 TORRE AVE CUPERTINO CA 95014-3202 Account Information: I Poli cy Holder Details : I CALIFORNIA CONSUL TING INC March 6, 2019 tO ~ Contact Us Business Service Center Business Hours: Monday -Friday (7AM -7PM Central Standard Time) Ph o ne: (877) 287-1312 Fax: (888) 443-6112 Ema il: aqency.services@thehartford.com W e bs ite: https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team WLTR005 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WA IVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT· CALIFORNIA Policy Number: 6 WBG PT14~ · Endorsement Number: Effective Date: ---Effective hour is the same as stated on the Information Page of the policy . Named Insured and Address: CALIFORNIA CONSULTING INC 214 MAIN ST STE 102 EL SEGUNDO CA 90245 We have the right to recover our payments from anyone liable for an injury covered by th is policy . We will not enforce our right against the person or o rganization named in the Schedu le. (This ag r eement appli es only to the ex tent that you pe rform work under a written contract that requires you to obtain this ag reement from us.) You must maintain payroll records accu ra te ly segregating the remuneration o f your employees while engaged in the work described in the Schedu le. The add itional pre mium for th is endorsement sha ll be 2 % of the California workers' compensation p remiu m otherwise due on such remuneration . SCHEDULE Person or Organization Job Description Any person or o rganization from whom you are required by written con trac t or agreement to obtain th is wa iver of r ights from us Counte rs igne d by -----------,-.,,---,--""'"'~--.,...,,,....... Authorized Representative Form WC 04 03 06 (1 ) Printed in U.S.A . Process Date: 12/06/1 8 Policy Expiration Date: 0 1/16/20 Fonn W-9 Request for Taxpayer Give Form to the (Rev. November 2017) Identification Number and Certification requester. Do not Department of the Treasury send to the I RS. Internal Revenue Serv·ct ._ Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name (35 shown on yo,., in,:;om., •.ax return). Name 1s reawed on this tme: do not leave this ~ne blank. California Consultina, Inc. 2 Business namo/disrega rded cnllty name. ,f d,tterent from above M 3 Check appropriate bo>< fo,-ledornl tax class1ficahon of the person whose name Is entered on hne 1, Check only one of the 4 Exemptions (codes apply only to Cl er, tollowmg seven boxes. certain en11toes. not md111iduals; see <ll a. D C Corporat,on 0 S Corporal,on 0 Partnership D Trllst/estate instructiorn1 on pag" 3) C D lndividuaVsole proprie1or or 0 • tJI single-member LLC I Exempt rmyee code (11 3ny) a, C C. 0 D Limited llab11ity company Enter the tax ct.issificauon (C=C corporation. 5,.5 corporation , P:P.irtnorsh1p).., ~-= ~ 2 Note: Check the appropriate box in the Une abo,e Jo,-u,e tax c!ass,fica:,0:1 of the smgle-m'3mbt:r o,iner. Do not check Exemp1,on from FATCA reporting C t; LLC if the LLC is classified as a s,ngle-mernber LLC that ,s d1sregarced from the cwner unless the owner of tho LLC is code (It anyJ ·-C anolhe1 LLC !hat 1s not disregarded from the owner for U.S. tedernl tax purposes. Olher.v1se • .i rung le-membe, I.LC that ._ _ Q. (.) is disregarded lrom the ovmer should check the apprupr1at11 tJox for the tax class1r1calion ol Its owner. I;: ·o D Other 1soe 1nstruc11ons) ... l/ffJpA:., :i> 1:court;m.11JtJ1t1~doc..1:.11" rllc U.SJ Qj 0. 5 Address (numb, . s1reel, and apt. or su.te no.) See Instruction,, Requesw·s name and address (optional) IJ) Q) 214 Main Street, Suite 102 Q) (J) 6 City. slate, and ZIP code El SeC1undo, CA 90245 7 list account numberls) hore (optional) 11111 :I:'!; ,iii. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided m ust match the name given on line 1 to avoid I Soc:ial security numbor I . . . . . backup withholding. For 1nd1v1duals. this Is generally your social security number (SSN}. However. for a [[D -DJ -I I I I I resid,,mt ali9n. sole proprietor. or dlsrega•ded entity. see the instructions for Part I, later. For other entities, 1t is your employer identihcat,on numoer (EIN). If you do 1101 have a number. see Ho"' to ge1 a TIN, later. or Note: If the account 1s m more than one name, see the instructions for line 1. Also see What Namo and ,-i e=-m-p,...lo-y-er""'ic-:d-en""'t"'ili=-1c_a_,U-on-nu_m_b-cr-~--~ Number To Give the Requester for guidelines on whose number to enter. 20 -0979488 Certification Under penalties of pel']ury, 1 certify that: 1. Tho number shown on this form Is my correct taxpayer identification number (or I am waiting for a number lo be issued to me); and 2. I arn not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (IRS) that I em subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer sub1ec1 to backup withholding: and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The F/\TCA code(s) cutered on this form (if any) 111d1cat111g that I am exempt from FATCA reporting 1s correct. Certification instructions. You musl cross out item 2 above ii you have been nollhed by the IRS that you are currently sub1ect to backup withholding beca~se you hav':! failed to report all interest and di~idends on your tax return. For real estate transactions. item 2 does not apply. For mor.gage interest pllid acquisition or abandonment of secured property, canceOat,on of deb:, contributions to an ind;vidual retirement airangement ORA), and generally, payments other than interest and dividends. you are ot r ·ired to sign the certification, bul you must provide your correct TIN. See ihe instructions for Pan II , later. Sign Here Signature, of U.S. person ... General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments . For the latest information about d:ivelopments related to Form W-9 and its instructions, such as legislation enacted after they were published. go ;o www.1rs.gov1FormW9 Purpose of Form An individual or enlily (Form W-9 requester) who 1s required to hie an lnfonnalicn return with the IRS must obtain your correct taxp,iyer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (AT IN), or employer identificati on number (EIN), to report on an 111formabon return the amount paid to you, or other amounl reportable on an information return. Examples of information retums include, but are not limited to, the following. • Form 1099-IMT (interest earned o, paid) Ca!. Nil. 10231X Date .. /is /is • Ferm 1099-DIV (dividends, including lhose from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards. or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1 099-S (proceeds from real estate transactions) • Fo rm 1099-K (morchanl card and third party network transactions) · Form 1098 (ho111e rnortgag1, interest), I 098-E (student loan intf!rest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A \acquisition or abandonmant ot secured property) Use Form W-9 only If you are a U.S. person (including a resident alien), to provid1. your correct TIN. If you do not return Form W-9 to the requester with a TIN. you might be subject to backup withholding. See What 1s backup withholding , later. Fenn W-9 tr.e11. '1-201 71