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19-077 Curren Consulting, Project Management Construction Engineering Services - 2019 Pavement Maintenance CITY OF Z4PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO I PARTIES This Agreement is made and entered into as of g4i 'm I ("Effective Date") by and between the City of Cupertino, a municipal corporation ("City"), and Curren Consulting ("Contractor"), a Sole Proprietor for Project Management/Construction Engineering services -2019 Pavement Maintenance 2. SERVICES i Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A. I 3. TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on March 30, 2020 ("Contract Time"), unless terminated earlier as provided herein. Contractor's Services shall begin on May 15, 2019 and shall be completed by March 30, 2020 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. j 4. COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $40,950.00 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty(30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1 &2 Page 1 of 8 Professional/Consulting Contracts/Version:May 22,2018 5. INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits, worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 5.4 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 5.5 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6. PROPRIETARY/CONFIDENTIAL INFORMATION In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 7. OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document 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 third-party without prior written approval of City. 7.2 Copyright. 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 City. Alternatively, Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1&2 Page 2 of 8 Professional/Consulting Contracts Mersion:May 22,2018 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked,or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: 1 (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services; and/or (d) Other City projects. 7.5 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product, on recycled paper and copied on both sides, except for one single-sided original. 8. RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9. ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10. PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters,brochures,public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11. INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1&2 Page 3 of 8 Professional/Consulting Contracts Version:May 22,2018 harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and consultants ("Indemnitees"), through legal counsel acceptable to City, from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreement or in any manner relating to any of the following: (a) Breach of contract, obligations, representations or warranties; (b) Negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury,property damage,or economic loss resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; j (d) Unauthorized use or disclosure of City's confidential and proprietary Information; (e) Claim of infringement or violation 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 receiving notice from City of a third-party claim, in accordance with California Public Contract Code Section 9201. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this 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 the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favor of Contractor against City or any Indemnitee. 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 i I Contractor shall comply with the Insurance Requirements, attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensation or terminating the Agreement. i 13. COMPLIANCE WITH LAWS i 13.1 General Laws. Contractor shall comply with all local, state and federal laws and j regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions 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. City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1 &2 Page 4 of 8 Professional/Consulting Contracts Mersion:May 22,2018 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component, Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. i 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable 1 to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14. PROJECT COORDINATION i City Project Manager.The City assigns Jo Anne Johnson as { the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Paul Curren as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 15. ABANDONMENT OF PROJECT Citymay abandon or postpone the Project or arts therefor at an time. Contract y p p � p y or will be compensated for satisfactory Services performed through the date of abandonment, and will be i City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1 &2 Page 5 of 8 Professional/Consulting Contracts/Version:May 22,2018 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 (10%) of the total time expended to date in the performance of the Services. 16. TERMINATION 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 final payment will not be made until Contractor closes out the Services and delivers the Work Product. 17. GOVERNING LAW,VENUE AND DISPUTE RESOLUTION 1 This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of j California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 18. ATTORNEY FEES If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, 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 beneficiaries of this Agreement. 20. WAIVER { I Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 21. ENTIRE AGREEMENT i 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), either 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 representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. i i City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1&2 Page 6 of 8 Professional/Consulting Contracts Version:May 22,2018 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 omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 23. HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 24. SEVERABILITY/PARTIAL INVALIDITY If 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 allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 25. SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. 26. NOTICES i All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Contractor: Paul Curren 10300 Torre Ave.,Cupertino CA 95014 214 Bodega Avenue,Petaluma,California 94952 i Attention:Roger Lee Attention: Paul Curren Email: rogerl@cupertino.org Email:Paul@curren.ws I I 27. VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office. City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1 &2 Page 7 of 8 Professional/Consulting Contracts/!Version:May 22,2018 28. EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. IN WITNESS WIIEREOF,the parties have caused the Agreement to be executed. I 1 CONTRACTOR CITY OF CUPERTINO A Municipal Corporation By By Name -Pd Lx- {'�, -U A,lL2l Ll Name Title (-0 ba<fZ Title /`ter 3 GYGS%i`t`•C i Date_ Ll�Z 6 q Date Tax I.D. No.: APPROVED AS TO FORM: HEATHER M.MINNER Cupertino City Attorney ATTEST: CE SCHM T City Clerk S i l i 1 i City Project Project Management/Construction Engineering-2019 Pavement Maintenance Phase 1&2 Page 8 of 8 Professional/Consulting Contracts/Version:May22,2018 EXHIBIT A SCOPE OF SERVICES The requirements for Basic Services are set forth in this Exhibit A, including general requirements and specific Tasks. The CONSULTANT shall perform all services to the satisfaction of the CITY's Public Works Director or authorized Agent. The CONSULTANT shall perform all services under this agreement to the currently prevailing professional standards and quality found among Project Managers of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances . The CONSULTANT shall coordinate with City inspection/quality control consultant Pavement Engineering, Inc. (PEI) all inspection and material quality assurance as needed for the 2019 Pavement Maintenance Project- Phase 1, City Project No. 2019-103 and the 2019 Pavement Maintenance Project 0 Phase 3, City Project No. 2019-109 (PROJECT). The Consultant shall provide Project Management and Engineering services for the PROJECT. Services include, but are not limited to: A. Pre-Construction Phase a. Timely review/comment & authorization of contractor submittals as required by PROJECT b. Attend and support pre-construction meeting with contractor a. Coordinate attendance of necessary PEI /contractor personnel C. Assist City designated Project Manager with quality control of materials and processes as required by PROJECT contract documents. d. City instructions, punch lists and other project information will be maintained. e. Timely transmit information written and digital form to City designated Project Manager. f. Coordinate with PEI schedule and PEI resources needed to support Project requirements. B. Construction Phase: a. Attend and participate in field meetings. b. Coordinate with City and PEI the timely tabulation of bid quantities as needed to review and recommend pay requests from contractor. C. Timely respond to Contractor and PEI questions in the field d. Timely forward unresolved and/or disputed project contractor issues to the City. e. Review and coordinate with City and PEI the implementation of the various traffic control plans submitted by the contractor. f. Coordinate with City local resident and business concerns including access to driveways, maintenance of work areas, noise complaints and needs of temporary signage. Curren Consulting Page 1 of 3 Project Management/ Engineering Services 2019 Pavement Maintenance Phase 1 & 2 g. Report to City and/or PEI any questions or concerns that materially affect cost, quality, time, safety or relations with residents/ businesses. h. Files (both hard copies and electronic copies) containing the above along with communications, City instructions, punch lists and other project information will be maintained. i. Ability to act on behalf of City during City staff absence. j. Ability to match City, PEI & Contractor work schedule, including work at night. k. Assist with daily inspection reports. I. At the direction of the Project Manager, collect and review material tags, test results and other records as required by Contract documents. C. Post-Construction Phase: a. Complete and coordinate with contractor and/or PEI the completion of punch list work items to facilitate City PROJECT acceptance. Reference is made to Curren Consulting proposal dated March 15, 2019 attached. Curren Consulting Page 2 of 3 Project Management/ Engineering Services 2019 Pavement Maintenance Phase 1 & 2 EXHIBIT B SCHEDULE OF PERFORMANCES Task# Task Description Duration 1 Pre-Construction Phase 3 weeks after Notice to Proceed for this task 2 Construction Phase 16 weeks after Notice to Proceed for this task 3 Post-Construction Phase 4 weeks after Notice to Proceed for this task Curren Consulting Page 3 of 3 Project Management/ Engineering Services 2019 Pavement Maintenance Phase 1 & 2 Exhibit C Curren Consulting 707-695-5538 214 Bodega Avenue PaulPeurren.ws Petaluma, CA 94952 March 15, 2019 Mr. Roger Lee City of Cupertino 10300 Torre Avenue Cupertino, CA 95014-3255 Subject: Proposal for Construction Engineering Services 2019 Maintenance Projects Phase 1 and 2 Reference: Curren RFQ response for Staff Augmentation dated 12/12/17 Dear Roger: AS requested, I am providing my proposed fees for the subject projects. Phase 1 has a contract bid price of—$2,584,568 and Phase 2 has an estimate of$300K. These are very similar to last years Phase 1 and 2 projects. My proposed hours are as follows: Project Description Contract Amount Working Days Hours 2018 PM — Phase 1 $3,584,568 80 130 2018 PM — Phase 2 —$300K 45 35 Misc. Support Services unknown 30 Total Hours 195 Per the reference RFQ, my hourly rate is $210/hr. For the estimate hours, the total fees would be $40,950. If these hour estimates are acceptable, please fill out the PSA and I will provide my insurance, etc. Very truly yours, Curren Consulting Paul R. Curren, P.E. LII I EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED V 1. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. j I a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. j b. Additional Insured 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 01 (04/13). c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract. Any I umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers'Compensation: As required by the State of California,with Statutory Limits and �\ Eipployer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or $2,000,000 aggregate. If written on a claims made form: a. The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c. If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting" coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 1 I Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers v("Additional Insureds") are to be covered as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 10(11/85)or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment ofpremiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide,that the self-insured retention may be satisfied by either the insured or the City. 'Acceptability of Insurers V Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, orbetter. Verification of Coverage - Consultant must furnish acceptable insurance certificates and mandatory endorsements(or copies of the policies effecting the coverage required by this Contract), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time duringthe Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract, including naming the City as an additional insured on subconsultant's insurance policies. I Higher Insurance Limits If Consultant maintains broader coverage and/or higher limits than the minimums shown above,City shall be entitled to coverage for the higher insurance limits maintained byConsultant. Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience, insurer or other special circumstances,with not less than ninety(90) days prior written notice. Exh.D-Insurance Requirements for Design Professionals&Consultants Contracts Form Updated Feb. 2018 2 ACO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `� 04/23/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT elman Sherzer&Associates Insurance Agency,Inc NAME: Rick S 3-1010 9 Y, PHONE 707 573-1010 FAX 110 Stony Point Rd, Suite 120 EMAI�o Ext: ( ) WC,No: (707)573-1243 Santa Rosa, CA 95401 ADDRESS: rick@sherzer.com License#: 0814729 INSURER(S)AFFORDING COVERAGE NAIC N INSURER A: Sentinel Insurance Company 11000 INSURED INSURERB: MercuryCasualtyInsurance Co. .t �38342 Paul Curren -INSURER C: ADMIRAL INSURANCE COMPANY v' DBA Curren Consulting 214 Bodega Ave INSURERD: Petaluma, CA 94952 INSURERS: INSURER F COVERAGES CERTIFICATE NUMBER: 00000000-136052 REVISION NUMBER: 16 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR IN D WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY Y Y 57SBMBH7102 04/06/2019 04/06/2020LI EACH OCCURRENCE $ 2,000,000�- CLAIMS-MADE I OCCUR PREMISES(Ea occurrence)) $ 1 000 000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: _GENERAL AGGREGATE _$ 4,000,000 i. X POLICY PRO �, LOC JECT PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y BA040000030384 t� 11/08/2018 11/08/2019(f0 a,ciderr SINGLE LIMIT $ 1 000 000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED tid Per accident)AUTOS ONLY X AUTOS BODILY INJURY( ) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB HCLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ? 'j E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A `�a+� + -- -- (Mandatory in NH) E.L.DISEASE-EA EMPLOYE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C Professional Liab. E000003099004 10/21/2018 10/21/20191✓Per Claim/Aggregate 2,000,000 C Professiona Liab -ECI0.00030.990-03- 05/25/2018 10/21/2018 Per Claim/Agregate $2 Mil/$2 Mil DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Engineering,consulting services are provided by Curren Consulting for: Project Management of 2019 Pavement Maintenance Project including Phase 1-2,and Concrete Support Services for the City of Cupertino. The City Of Cupertino, its City Council,boards and commissions,officers,employees and volunteers shall be named as an additional insured as indicated. See attached endorsements. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Cupertino ACCORDANCE WITH THE POLICY PROVISIONS. 10300 Torre Avenue Cupertino, CA 95014 AUTHORIZED REPRESENTATIVE (RBS) @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Printed by RBS on April 23,2019 at 09:42AM POLICY#57SBMBH7102 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005,The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 15 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3. Financial Responsibility Laws 16 4. Legal Action Against Us 16 5. Separation Of Insureds 16 6. Representations 16 7. Other Insurance 16 8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us"and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured"means any person or organization qualifying as such under Section C.-Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES (a) The "bodily injury" or "property 1. BUSINESS LIABILITY COVERAGE (BODILY damage" is caused by an INJURY, PROPERTY DAMAGE, PERSONAL "occurrence" that takes place in the AND ADVERTISING INJURY) "coverage territory"; Insuring Agreement (b) The "bodily injury" or "property a. We will a those sums that the insured damage" occurs during the policy pay period;and becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph 1. of Section "property damage" or "personal and C. — Who Is An Insured and no advertising injury" to which this insurance "employee"authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or"suit"that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been limited as described in Section D. - known prior to the policy period. Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your (2) Our right and duty to defend ends when business, but only if the offense was we have used up the applicable limit of committed in the "coverage territory" insurance in the payment of judgments, during the policy period. settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any perform acts or services is covered unless insured listed under Paragraph 1.of Section explicitly provided for under Coverage C. — Who Is An Insured or any "employee" Extension-Supplementary Payments. authorized by you to give or receive notice b. This insurance applies: of an"occurrence"or claim: (1) Reports all, or any part, of the "bodily damage"(1) "bodily injury" and "property injury" or "property damage" to us or damage"only if: any other insurer; Form SS 00 08 04 05 Pagel of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury"or"property damage';or applicable limit of insurance. We will pay (3) Becomes aware by any other means that reasonable expenses for: "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident; d. Damages because of"bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral e. Incidental Medical Malpractice services. (1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit' we investigate or settle, or any "suit' medical technician or paramedic shall against an insured we defend: be deemed to be caused by an "occurrence", but only if: (1) All expenses we incur. (a) The physician, dentist, nurse, (2) Up to $1,000 for the cost of bail bonds emergency medical technician or required because of accidents or traffic paramedic is employed by you to law violations arising out of the use of provide such services; and any vehicle to which Business Liability (b) You are not engaged in the Coverage for"bodily injury" applies. We business or occupation of providing do not have to furnish these bonds. such services. (3) The cost of appeal bonds or bonds to release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or omissions in the furnishing of these (4) All reasonable expenses incurred by the services to any one person will be insured at our request to assist us in the considered one"occurrence". investigation or defense of the claim or 2. MEDICAL EXPENSES "suit', including actual loss of earnings up to $500 a day because of time off Insuring Agreement from work. a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the"suit'. accident: (6) Prejudgment interest awarded against (1) On premises you own or rent; the insured on that part of the judgment (2) On ways next to premises you own or we pay. If we make an offer to pay the rent; or applicable limit of insurance, we will not (3) Because of your operations; pay any prejudgment interest based on provided that: that period of time after the offer. (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under (1) through (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred (1) The "suit" against the indemnitee by the indemnitee at our request will be seeks damages for which the insured paid as Supplementary Payments. has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph 1.b.(b) of Section B. — that is an"insured contract"; Exclusions, such payments will not be (2) This insurance applies to such liability deemed to be damages for "bodily assumed by the insured; injury" and "property damage" and will (3) The obligation to defend, or the cost of not reduce the Limits of Insurance. the defense of, that indemnitee, has Our obligation to defend an insured's also been assumed by the insured in indemnitee and to pay for attorneys' fees the same"insured contract"; and necessary litigation expenses as (4) The allegations in the "suit" and the Supplementary Payments ends when: information we know about the (1) We have used up the applicable limit "occurrence" are such that no conflict of insurance in the payment of appears to exist between the interests judgments or settlements; or of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in (5) The indemnitee and the insured ask Paragraph(6)above,are no longer met, us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to: and the indemnitee; and a. Expected Or Intended Injury (6) The indemnitee: (1) "Bodily injury" or "property damage" (a) Agrees in writing to: expected or intended from the (i) Cooperate with us in the standpoint of the insured. This exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit'; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the"suit'"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv) Cooperate with us with respect to coordinating other (1) "Bodily injury"or"property damage";or applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay (b) Provides us with written damages by reason of the assumption of authorization to: liability in a contract or agreement. (i) Obtain records and other This exclusion does not apply to liability information related to the for damages because of: "suit"; and (a) "Bodily injury", "property damage"or (ii) Conduct and control the "personal and advertising injury"that defense of the indemnitee in the insured would have in the such"suit". absence of the contract or agreement;or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or"property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business,or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of(1)above. subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity; attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or"property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract". the cost of, that party's defense f. Pollution has also been assumed in the same"insured contract",and (1) "Bodily injury", "property damage" or "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of"pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any c. Liquor Liability time owned or occupied by, or rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodily injury"if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol;or cool or dehumidify the building, (3) Any statute, ordinance or regulation or equipment that is used to heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the (ii) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises,site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury"to: such premises, site or location (1) An "employee" of the insured arising is not and never was owned oroccupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor;or as waste by or for: (iii) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, (ii) Any person or organization for smoke or fumes from a"hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or (d) At or from any premises, site or location on which any insured or any contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly onoperations if the operations are to any insured's behalf arere test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of,"pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to: (a) Request, demand,order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove, contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants';or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment"or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft,Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage" arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insured. Use includes L War operation and"loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused,arising,directly or indirectly,out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by (1) A watercraft while ashore on premises governmental authority in hindering or you own or rent; defending against any of these. j. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services; rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment'; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired,chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether the other insurance is primary, excess, removal or replacement or personal grooming; contingent or on any other basis. (7) Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of"mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured;or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any: of Insurance applies to Damage To Premises Rented To You as described in (a) Body piercing (not including ear Section D.-Limits Of Insurance. piercing); (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs (3)and (4)of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4), (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3)and (4) of this exclusion do Paragraphs (4)and (5)of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A.-Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage"included in the "Property damage"to: "products-completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products-completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon,if the"property damage"arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you; n. Damage To Impaired Property Or (4) Personal property in the care, custody Property Not Physically Injured or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physicallyinjured, arising out of: which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, if the "property damage" or"your work"; or arises out of those operations;or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work"; or content or service provider. (3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a., b. and c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it. For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the businessof advertising, broadcasting, publication of material, if done by or at the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, publication of material whose first owns, or over which the insured publication took place before the exercises control; beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mailaddress, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another's "advertising idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the performance madee in your any statement quality or insured would have in the absence of "advertisement"; such state or federal act; (6) Arising out of the wrong description of (12) Arising out of: the price of goods,products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images;or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement' or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the direction of any "executive officer", (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an"asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, "Bodily injury" or"personal and advertising monitoring, cleaning up, removing, injury"to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an"asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person;or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act(TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury"to the person at whom any of the (2) The CAN-SPAM Act of 2003, including employment-related practices any amendment of or addition to such described in Paragraphs(a), (b),or(c) law;or above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the"asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in loss,costs or expenses that: Section D. - Liability And Medical Expenses Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to a. Any Insured their duties as trustees. To any insured,except"volunteer workers". 2• Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of C. Injury On Normally Occupied Premises your business, or your "employees", other than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers" are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b) above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", any partner or member (if you are (2) "Personal and advertising injury" a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager, law, any person is an insured while driving such c. Temporary Custodians Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However, no person or organization is an insured (2) Until your legal representative has with respect to: been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b• "Property damage" to property owned by, only with respect to duties as such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated entity is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft; or Any organization you newly acquire or form, b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, in the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additiana'I Insureds When Required 'By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The ;persen(s) or organization�(s) identified :in only until the 180th day after you acquire Paragraphs a. thrcuglh f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's premises in additional insured under this provision if such connection with the sale of the ;person or organization is included as .an product; additionail insured by an endorsement issued (g) Products which, after distribution by us and made a part ofthis Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as -additional ;insureds under the specific container, part or ingredient of any additional insured coverage grants iin Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization damage" arising out of the soles) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However,this or sold in the regular course of the vendor's exclusion does not apply However, business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f); or "products-completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises leased to you. (a) "Bodily injury", "property damage" or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured;and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a. or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E. —Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b.above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage"to any one premises, while b. Claims made or"suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or injury", "property damage" or "personal organization who is an additional insured and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political separately to each of your "locations" subdivision; or owned by or rented to you. b. The Limits of Insurance shown in the "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or"suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The 6 An elected or( ) y appointed official, if you Insured or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies: a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured; and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit"is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss. arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A.— representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) !Primary And Non=Contributory 8. Transfer Of Rights Of Recovery Against To Other 'Insurance Whsn Others To Us Required By Contract a. Transfer Of Rights Of Recovery �Gf you have agreed in a written If the insured has rights to recover all or contracts written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made iprimary and non-contributory with under this Coverage Part, those rights are the additional iinsured's own transferred to us. The insured must do insurance, this insurance iis nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from thal other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs (a)and (b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of !Recovery (Waiver insured has been added as an Of SUbrogation) additional insured. 4f the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any"suit" if any including Supptementary 'Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured -Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section C. is If listed or shown as applicable in the Declarations, amended to include as an additional insured one or more of the following Optional Additional the person(s) or organization(s) shown in the Insured Coverages also apply. When any of these Declarations as an Additional Insured - Optional Additional Insured Coverages apply, Grantor Of Franchise, but only with respect to Paragraph 6. (Additional Insureds When Required their liability as grantor of franchise to you. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section C., Who Is An Insured, does not apply Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section C. is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured — Lessor of Leased Equipment, 1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal WHO IS AN INSURED under Section C. is and advertising injury" caused, in whole or amended to include as an additional insured in part, by your maintenance, operation or the person(s) or organization(s) shown in the use of equipment leased to you by such Declarations, but only with respect to liability person(s)or organization(s). for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any 'occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment. a. In the performance of your ongoing 5. Additional Insured - Owners Or Other operations;or Interests From Whom Land Has Been b. In connection with your premises owned Leased by or rented to you. a. WHO IS AN INSURED under Section C.is 2. Additional Insured - Managers Or Lessors amended to include as an additional Of Premises insured the person(s) or organization(s) shown in the Declarations as an Additional a. WHO IS AN INSURED under Section C. is Insured—Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s)or organization(s)shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization;but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of the premises leased to you and shown in the b. With respect to the insurance afforded to Declarations. these additional insureds, the following b. With respect to the insurance afforded to additional exclusions apply: these additional insureds, the following This insurance does not apply to: additional exclusions apply: (1) Any 'occurrence" that takes place This insurance does not apply to: after you cease to lease that land; or (1) Any 'occurrence" which takes place (2) Structural alterations, new after you cease to be a tenant in that construction or demolition operations premises; or performed by or on behalf of such (2) Structural alterations, new person or organization. construction or demolition operations 6. Additional Insured - State Or Political performed by or on behalf of such Subdivision—Permits person or organization. a. WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Insured — State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f) Demonstration, installation, This insurance does not apply to: servicing or repair operations, (1) "Bodily injury", "property damage" or except such operations performed at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product; the state or municipality; or (2) "Bodily injury" or "property damage" (g) Products which, after distribution or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations"hazard. container, part or ingredient of any 7. Additional Insured—Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C.is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part provides coverage for "bodily injury" or Subparagraphs(d)or(f); or "property damage" included within the (ii) Such inspections, "products-completed operations hazard". adjustments, tests or servicing b. The insurance afforded to the vendor is as the vendor has agreed to make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products. obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products. (b) Any express warranty 8. Additional Insured—Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured — (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of: demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section D. — Limits Of operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance 9. Additional Insured — Owners, Lessees Or is available to an additional insured is described in Contractors — Scheduled Person Or the Other Insurance Condition in Section E. — Organization Liability And Medical Expenses General a. WHO IS AN INSURED under Section C.is Conditions. amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional Insured—Owner, Lessees Or Contractors, 1. "Advertisement" means the widespread public but only with respect to liability for"bodily dissemination of information or images that injury", "property damage" or "personal has the purpose of inducing the sale of goods, and advertising injury" caused, in whole or products or services through: in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional insured(s); or (5) Newspaper; (2) In connection with "your work" b. The Internet, but only that part of a web performed for that additional insured site that is about goods, products or and included within the "products- services for the purposes of inducing the completed operations hazard", but sale of goods, products or services; or only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement"does not include: "products-completed operations hazard". a. The design, printed material, information or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products;or does not apply to "bodily injury", "property damage" or "personal an advertising b. An interactive conversation between or injury" arising out of the rendering of, or among persons through a computer network. the failure to render, any professional 2. "Advertising idea" means any idea for an architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include 10. Additional Insured — Co-Owner Of Insured "mobile equipment". Premises 5. "Bodily injury" means physical: WHO IS AN INSURED under Section C. is a. Injury; amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured — Co- Owner Of Insured Premises, but only with sustained by a person and, if arising out of the respect to their liability as co-owner of the above, mental anguish or death at any time. premises shown in the Declarations. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a.above; b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you a. A contract for a lease of premises. in the territory described in a.above; However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. —Liability and Medical Expenses Limits provided the insured's responsibility to pay of Insurance. damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad; 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality; b. Created or used on;or e. An elevator maintenance agreement;or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. parry to pay for "bodily injury" or "property 8. "Employee" includes a 1eased worker". damage" to a third person or organization, "Employee" does not include a "temporary provided the "bodily injury" or "property worker". damage" is caused, in whole or in part, by you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, a. It incorporates "your product" or "your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f. does not include deficient, inadequate or dangerous;or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills;or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e. Vehicles not described in a., b., c., or d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types: or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage;or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render professional services, including those f. Vehicles not described in a., b., c., or d. listed in (1) above and supervisory, above maintained primarily for purposes inspection, architectural or other than the transportation of persons or engineering activities. cargo. 13. "Leased worker" means a person leased to However, self-propelled vehicles with the you by a labor leasing firm under an following types of permanently attached agreement between you and the labor leasing equipment are not "mobile equipment" but firm, to perform duties related to the conduct of will be considered "autos": your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed 14. "Loading or unloading" means the handling of primarily for: property: (a) Snow removal; a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft,watercraft or"auto"; (c) Street cleaning; b. While it is in or on an aircraft,watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or"auto"to the place where it is workers; and finally delivered; (3) Air compressors, pumps and but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft,watercraft or"auto". well servicing equipment. 15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury"means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses: b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage"arising out of: privacy; 1 The transportation of property, ( ) p p p rty, unless f. Copying, in your "advertisement", a the injury or damage arises out of a person's or organization's "advertising condition in or on a vehicle not owned idea"or style of"advertisement'; or operated by you, and that condition g. Infringement of copyright, slogan, or title of was created by the "loading or any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person I. materials. 18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage"means: thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the 19. "Products-completed operations hazard"; physical injury that caused it; or a. Includes all "bodily injury" and "property b. Loss of use of tangible property that is not damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product"or"your work"except: "occurrence"that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession;or not tangible property. (2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of"bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. (a) When all of the work called for in "Suit" includes: your contract has been completed. a. An arbitration proceeding in which such (b) When all of the work to be done at damages are claimed and to which the the job site has been completed if insured must submit or does submit with your contract calls for work at our consent; or more than one job site. b. Any other alternative dispute resolution (c) When that part of the work done at proceeding in which such damages are a job site has been put to its claimed and to which the insured submits intended use by any person or with our consent. organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your"employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; (2) The providing of or failure to provide c. Acts at the direction of and within the warnings or instructions. scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work": 24. "Your product': a. Means: a. Means: (1) Work or operations performed by you (1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations. (b) Others trading under your name; b. Includes: or (1) Warranties or representations made at (c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired;and of"your work"; and (2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product'; and Page 24 of 24 Form SS 00 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Business Auto Broadening Endorsement This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY (BROAD FORM NAMED INSURED) II. EMPLOYEES AS INSUREDS III. AUTOMATIC ADDITIONAL INSURED IV. EMPLOYEE HIRED AUTO LIABILITY V. SUPPLEMENTARY PAYMENTS VI. FELLOW EMPLOYEE COVERAGE VII. ADDITIONAL TRANSPORTATION EXPENSE VIII. HIRED AUTO PHYSICAL DAMAGE COVERAGE IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE X. LOAN/LEASE GAP COVERAGE XI. GLASS REPAIR— DEDUCTIBLE WAIVER XII. TWO OR MORE DEDUCTIBLES XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS XIV. WAIVER OF SUBROGATION XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE XVI I. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT XVIII. HIRED AUTO—COVERAGE TERRITORY XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH Copyright 2013 Mercury Insurance Services,LLC. All rights reserved. MCA85101213-CA Includes copyrighted material of Insurance Services Office,Inc.,with its Permission Page 1 of 6 Policy#BA040000030384 BUSINESS AUTO COVERAGE FORM I. NEWLY ACQUIRED OR FORMED ENTITY(Broad Form Named Insured) SECTION II - LIABILITY COVERAGE, A. Coverage, 1.Who Is An Insured,the following is added: d. Any business entity newly acquired or formed by you during the policy period provided you own 50%or more of the business entity and the business entity is not separately insured for Business Auto Coverage. Coverage is extended up to a maximum of 180 days following acquisition or formation of the business entity. Coverage under this provision is afforded only until the end of the policy period. Coverage does not apply to an "accident"which occurred before you acquired or formed the organization. II. EMPLOYEES AS INSUREDS SECTION II - LIABILITY COVERAGE, A. Coverage, 1.Who Is An Insured,the following is added: e. Any"employee" of yours is an "insured"while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. III. AUTOMATIC ADDITIONAL INSURED SECTION II - LIABILITY COVERAGE,A. Coverage, 1.Who Is An Insured,the following is added: f. Any person or organization that you are required to include as additional insured on the Coverage Form in a written contract or agreement that is signed and executed by you before the "bodily injury" or"property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section II. IV. EMPLOYEE HIRED AUTO LIABILITY SECTION II - LIABILITY COVERAGE, A. Coverage, 1.Who Is An Insured,the following is added: g. An "employee" of yours is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name,with your permission, while performing duties related to the conduct of your business. V. SUPPLEMENTARY PAYMENTS SECTION II—LIABILITY COVERAGE, A. Coverage, 2. Coverage Extensions, a. Supplementary Payments, Subparagraphs(2) and (4) are replaced by the following: (2) Up to $3,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We are not obligated to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. Copyright 2013 Mercury Insurance Services, LLC. All rights reserved. MCA85101213-CA Includes copyrighted material of Insurance Services Office, Inc.,with its Permission Page 2 of 6 VI. FELLOW EMPLOYEE COVERAGE: SECTION II—LIABILITY COVERAGE, B. Exclusions, 5. Fellow Employee This exclusion does not apply if you have workers' compensation insurance in-force covering all of your"employees". Coverage is excess over any other collectible insurance. VII. ADDITIONAL TRANSPORTATION EXPENSE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. Transportation Expenses, is replaced with the following: We will pay up to$50 per day to a maximum of$1000 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type.We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered "auto" is returned to use or we pay for its "loss". If your business shown in the Declarations is other than an auto dealership, we will also pay up to$1,000 for reasonable and necessary costs incurred by you to return a stolen covered auto from the place where it is recovered to its usual garaging location. Vill. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION III—PHYSICAL DAMAGE COVERAGE, A. Coverage,4. Coverage Extensions, the following is added: C. If hired "autos" are covered "autos" for Liability Coverage in this policy and Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this coverage form for any"auto" you own,then the Physical Damage Coverages provided are extended to "autos" you hire,subject to the following limit: (1) The most we will pay for"loss" to any hired "auto" is$50,000 or Actual Cash Value or Cost of Repair, whichever is less (2) $500 deductible will apply to any loss under this coverage extension, except that no deductible shall apply to "loss"caused by fire or lightning Subject to the above limit and deductible we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own of similar size and type. This coverage extension is excess coverage over any other collectible insurance. IX. ACCIDENTAL AIRBAG DEPLOYMENT COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B. Exclusions, 3.a., is amended to add the following: This exclusion does not apply to the accidental discharge of an airbag. Copyright 2013 Mercury Insurance Services,LLC. All rights reserved. MCA85101213-CA Includes copyrighted material of Insurance Services Office,Inc.,with its Permission Page 3 of 6 X. LOAN/LEASE GAP COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE C. Limit of Insurance,the following is added: 4. In the event of a "total loss" to a covered "auto" shown in the schedule or declarations for which Collision and Comprehensive Coverage apply, we will pay any unpaid amount due on the lease or loan for that covered "auto," less: a. The amount paid under the Physical Damage Coverage Section of the policy; and b. Any: (1) Overdue lease/loan payments at the time of the "loss"; (2) Financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage. (3) Security deposits not returned by the lessor; (4) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) Carry-over balances from previous loans or leases. XI. GLASS REPAIR— DEDUCTIBLE WAIVER SECTION III - PHYSICAL DAMAGE COVERAGE, D. Deductible,the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. XII. TWO OR MORE DEDUCTIBLES SECTION III -PHYSICAL DAMAGE COVERAGE, D. Deductible,the following is added: If two or more "company" policies or coverage forms apply to the same accident: 1. If the applicable Business Auto deductible is the smallest, it will be waived; or 2. If the applicable Business Auto deductible is not the smallest, it will be reduced by the amount of the smallest deductible; or 3. If the loss involves two or more Business Auto coverage forms or policies the smallest deductible will be waived. For the purpose of this endorsement "company" means the company providing this insurance and any of the affiliated members of the Mercury Insurance Group of companies. XIII. AMENDED DUTIES IN EVENT OF ACCIDENT, CLAIM,SUIT OR LOSS The requirement in SECTION IV, BUSINESS AUTO CONDITIONS, A. Loss Conditions, 2. Duties In The Event Of Accident, Claim,Suit, Or Loss, a., In the event of"accident",you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. Copyright 2013 Mercury Insurance Services,LLC. All rights reserved. MCA85101213-CA Includes copyrighted material of Insurance Services Office,Inc.,with its Permission Page 4 of 6 XIV. WAIVER OF SUBROGATION SECTION IV- BUSINESS AUTO CONDITIONS,A. Loss Conditions, 5. Transfer of Rights Of Recovery Against Others To Us, section is replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the extent required of you by a written contract executed prior to any"accident" or "loss", provided that the "accident" or"loss" arises out of the operations contemplated by such contract.The waiver applies only to the person or organization designated in such contract. XV. UNINTENTIONAL ERROR, OMISSION, OR FAILURE TO DISCLOSE HAZARDS SECTION IV- BUSINESS AUTO CONDITIONS, B. General Conditions, 2. Concealment, Misrepresentation,or Fraud, the following is added: Any unintentional omission of or error in information given by you, or unintentional failure to disclose all exposures or hazards existing as of the effective date or at any time during the policy period shall not invalidate or adversely affect the coverage for such exposure or hazard or prejudice your rights under this insurance. However, you must report the undisclosed exposure or hazard to us as soon as reasonably possible after its discovery. This provision does not affect our right to collect additional premium or exercise our right of cancellation or non-renewal. XVI. EMPLOYEE HIRED AUTO PHYSICAL DAMAGE SECTION IV— BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, b. For Hired Auto Physical Damage Coverage, is replaced by the following: b. For Hired Auto Physical Damage Coverage,the following are deemed to be covered "autos" you own: 1. Any covered "auto" you lease, hire, rent or borrow; and 2. Any covered "auto" hired or rented by your"employee" under a contract in that individual "employee's" name, with your permission, while performing duties related to the conduct of your business. However, any"auto" that is leased, hired, rented or borrowed with a driver is not a covered "auto". XVII. PRIMARY AND NONCONTRIBUTORY IF REQUIRED BY CONTRACT SECTION IV—BUSINESS AUTO CONDITIONS, B. General Conditions, 5. Other Insurance, the following is added and supersedes any provision to the contrary: e. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Copyright 2013 Mercury Insurance Services,LLC. All rights reserved. MCA85101213-CA Includes copyrighted material of Insurance Services Office, Inc.,with its Permission Page 5 of 6 XVIII. HIRED AUTO -COVERAGE TERRITORY SECTION IV- BUSINESS AUTO CONDITIONS, B. General Conditions, 7. Policy Period, Coverage Territory, e. Anywhere in the world if:, is replaced by the following: e. Anywhere in the world if: (1) A covered "auto" is leased, hired, rented or borrowed without a driver for a period of 30 days or less; and (2) The "insured's" responsibility to pay damages is determined in a "suit" on the merits, in the United States of America, the territories and possessions of the United States of America, Puerto Rico, or Canada or in a settlement we agree to. XIX. BODILY INJURY REDEFINED TO INCLUDE RESULTANT MENTAL ANGUISH SECTION V—DEFINITIONS, C. "Bodily Injury" is amended by adding the following: "Bodily injury" also includes mental anguish but only when the mental anguish arises from other bodily injury, sickness,or disease. Copyright 2013 Mercury Insurance Services,LLC. All rights reserved. MCA85101213-CA Includes copyrighted material of Insurance Services Office,Inc.,with its Permission Page 6 of 6 Declaration of Sole Proprietorship DECLARATION AND ADDENDUM TO ALL CONTRACTS ENTERED INTO OR BID AWARDED TO: 6044 V Ccg, r y t-?t r j L hereinafter "Organization" For the purpose of inducing the City of Cupertino("City")to enter into any contracts with Organization,or to go forward with any contracts awarded to Organization,I declare as follows: I am the authorized representative of Organization, an independent contractor for the purposes of workers' compensation and labor laws in the State of California.This Organization will hire no employees for work required for any bid awarded or any contract entered into with the City. All work required will be performed personally and solely by me. If the Organization hires employees to perform this contract or any portion thereof, the Organization shall obtain workers' compensation insurance and provide proof of such coverage to the City. If the Organization hires a subcontractor to perform this contract or any portion thereof, and the subcontractor has employees,then the Organization shall require its subcontractor to obtain workers'compensation insurance coverage. In the alternative,the Organization shall obtain workers'compensation insurance coverage on behalf of the subcontractor's employees. This document constitutes a declaration by the Organization against its financial interest, relative to any claims that it may assert under the applicable workers' compensation and/or labor laws against the City relating to any bid awarded or contract entered into with this Organization. The Organization shall defend,indemnify and hold harmless the City from any and all liability, claims, demands, causes of action, charges, damages,injuries,fees including attorney fees, costs and expense that may be asserted or established by any person or entity in the event the Organization hires an employee in violation of this addendum. I agree that this declaration shall constitute an addendum to any bid awarded or any contract entered into with this Organization. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. 6 s r AUTHORIZED RESPRESENTATIVE Revised, 01.01.19 5/1/2019 Sentinel Insurance Company,Ltd.-Company Profile-Best's Credit Rating Center Sentinel Insurance Company, Ltd. A.M. Best#: 002234 NAIC#: 11000 FEIN#: 061552103 Domiciliary Address One Hartford Plaza ins=EW wgthl RotMg Hartford, CT 06155-0001 BHET --411110 United States A+ SUPOTiCT Assigned to insurance Web: www.thehartford.com companies that have, in our Phone: 860-547-5000 opinion, a superior ability to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058707 - Hartford Financial Services Group Inc is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A+ (Superior) Affiliation Code: p (Pooled) Financial Size Category: XV ($2 Billion or greater) Outlook: Stable Action: Affirmed Effective Date: August 02, 2018 Initial Rating Date: June 30, 1958 Long-Term Issuer Credit Rating View Definition Long-Term: aa- Outlook: Stable ratings.ambest.com/SearchResults.asDx?AltSrc=9 is 5/1/2019 Sentinel Insurance Company,Ltd.-Company Profile-Best's Credit Rating Center Action: Affirmed Effective Date: August 02, 2018 Initial Rating Date: July 14, 2005 u Denotes Under Review Best's Rating Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Senior Financial Analyst: Jonathan Harris, CFA, FRM, CPCU Senior Director: Michael J. Lagomarsino, CFA, FIRM Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of The Hartford Fin Svcs Group and P/C Subs; Upgrades ICR of Hartford Life and Accident Ins Co August 02, 2018 Rating History A.M. Best has provided ratings & analysis on this company since 1958. Financial Strength Rating Effective Date Rating 8/2/2018 A+ 7/7/2017 A+ 6/17/2016 A+ 5/1/2015 A+ 4/3/2014 A Long-Term Issuer Credit Rating ratings.ambest.com/SearchResults.asox?AltSrc=9 2/4 5/1/2019 Sentinel Insurance Company,Ltd.-Company Profile-Best's Credit Rating Center Effective DateRating 8/2/2018 aa- 7/7/2017 aa- 6/17/2016 aa- 5/1/2015 aa- 4/3/2014 a+ Best's Credit Reports I— Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 4/17/2019 (represents the latest significant change). Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. Press Releases Date Title Aug 02,2018 A.M. Best Affirms Credit Ratings of The Hartford Fin Svcs Group and P/C Subs; Upgrades ICR of Hartford Life and Accident Ins Co Jul 07, 2017 A.M. Best Affirms Credit Ratings of The Hartford Financial Services Group, Inc.and Its Subsidiaries Jun 17, 2016 A.M. Best Affirms Ratings of The Hartford Financial Services Group, Inc.and Its Subsidiaries May 01, 2015 A.M. Best Upgrades Ratings of The Hartford Financial Services Group, Inc. and Its Property/Casualty Subsidiaries Apr 03, 2014 A.M. Best Revises Outlook to Positive for The Hartford Financial Services Group, Inc.and Its Property/Casualty Subsidiaries Mar 01, 2013 A.M. Best Affirms Ratings of Hartford Financial Services Group and Its P/C Subsidiaries and Downgrades Ratings of Hartford Life Mar 21, 2012 A.M. Best Places Ratings of The Hartford Financial Services Group, Inc. and Its Subsidiaries Under Review Apr 12,2011 A.M. Best Revises Outlook to Stable for The Hartford Financial Services Group, Inc.and Its Key Life/Health Subsidiaries ne_=-Le �n�n n n,Ln__a ntc�...—.. n..a: _ _r r� i i_�,a,�a_c;.,e,.�.,,�:_i r__,;.,a _r-_�. _ i.._ -_d_i.tr—G�,� •a• .,._.a�_ 1 2 Page size: 10 20 items in 2 pages Find a Best's Credit Rating Enter a Company Name Go Advanced Search ratinqs.ambest.com/SearchResults.aspx?AltSrc=9 3/4 5/1/2019 Sentinel Insurance Company,Ltd.-Company Profile-Best's Credit Rating Center How to 'Gat a Best's Credit Rating # • Best's Credit Ratings Mobile App (D European Union Disclosures A.M. Best-Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI)in the European Union (EU). Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. A.M. Best(EU) Rating Services B.V. (AMB-EU), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment (ECAI)in the EU.Therefore, credit ratings issued and endorsed by AMB-EU may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP),Australian Registered Body Number(ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong.AMBAP is a wholesale Australian Financial Services(AFS) Licence holder(AFS No. 411055)under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act.AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product.AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst.AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice:A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact.A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice.A.M. Best's credit opinions are not recommendations to buy, sell or hold securities, or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About Us I Site Map I Customer Service I My Account I Contact I Careers I Terms of Use I Privacy Policy I Security I Legal& Licensing Regulatory Affairs-Form NRSRO-Code of Conduct- Rating Methodology-Historical Performance Data Copyright©2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. ratings.ambest.com/SearchResults.aspx?AltSrc=9 4/4 5/1/2019 Mercury Casualty Company-Company Profile-Best's Credit Rating Center Mercury Casualty Company A.M.Best#: 000595 NAIC#: 11908 FEIN#: 952577343 Mailing Address View Additional Address P.O. Box 54600 Information Fim$I�i�� h FI'�;tng Los Angeles, CA 90054 United States A ExaMent Assigned to insurance Web: www.mercuryinsurance.com companies that have, in our Phone: 323-937-1060 opinion, an excellent ability to Fax: 323-857-7116 meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058411 - Mercury General Corporation is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A (Excellent) Affiliation Code: g (Group) Financial Size Category: XIII ($1.25 Billion to $1.5 Billion) Outlook: Stable Action: Downgraded Effective Date: December 12, 2018 Initial Rating Date: June 30, 1967 Long-Term Issuer Credit Rating View Definition Long-Term: a+ Outlook: Stable ratings.ambest.com/searchresults.aspx?URatingld=2928293&b1=0&AltSrc=9&PPP=&AltNum=O&Ext_User=&Ext_Misc=&Portal=0&Site=&Co Name=m... 1/4 5/1/2019 Mercury Casualty Company-Company Profile-Best's Credit Rating Center Action: Downgraded Effective Date: December 12, 2018 Initial Rating Date: May 03, 2006 u Denotes Under Review Best's Rating Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Associate Director : Robert Raber Senior Director: Gregory T. Williams Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release AM Best Downgrades Credit Ratings of Mercury Casualty Group's Members and Mercury General Corporation December 12, 2018 Rating History A.M. Best has provided ratings & analysis on this company since 1967. Financial Strength Rating Effective Date Rating 12/12/2018 A 9/28/2017 A+ 6/15/2016 A+ 2/27/2015 A+ 1/31/2014 A+ Long-Term Issuer Credit Rating ratinqs.ambest.com/searchresults.aspx?URating Id=2928293&bl=0&AltSrc=9&PPP=&AltN um=0&Ext_User=&Ext_Misc=&Portal=0&Site=&CoName=m... 2/4 5/1/2019 Mercury Casualty Company-Company Profile-Best's Credit Rating Center Effective DateRating 12/12/2018 a+ 9/28/2017 aa- 6/15/2016 aa- 2/27/2015 aa- 1/31/2014 aa- Best's Credit Reports I Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 4/2/2019 (represents the latest significant change). Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. Press Releases Date Title Dec 12,2018 AM Best Downgrades Credit Ratings of Mercury Casualty Group's Members and Mercury General Corporation Sep 28, 2017 A.M. Best Affirms Credit Ratings of Members of Mercury Casualty Group Jun 15, 2016 A.M. Best Revises Outlooks to Negative and Affirms Ratings of Members of Mercury Casualty Group Feb 27, 2015 A.M. Best Affirms Ratings of Mercury General Corporation and Its Subsidiaries Jan 31, 2014 A.M. Best Affirms Ratings of Mercury General Corporation and Its Subsidiaries Dec 21, 2012 A.M. Best Affirms Ratings of Mercury General Corporation and Its Insurance Entities Oct 31, 2011 A.M. Best Affirms Ratings of Mercury General Corporation and Its Operating Subsidiaries Oct 06, 2010 A.M. Best Affirms Ratings of Mercury General Corporation and Its Operating Subsidiaries Sep 30,2009 A.M. Best Affirms Ratings of Mercury General Corporation and Its Operating Subsidiaries Aug 01, 2008 A.M. Best Affirms Ratings of Mercury General Corporation and Its Operating Subsidiaries 1 2 Page size: 10 17 items in 2 pages Find a Best's Credit Rating Enter a Company Name Eo Advanced Search ratings.ambest.com/searchresults.aspx?URating Id=2928293&bl=0&AltSrc=9&PPP=&AltN um=0&Ext_User=&Ext_Misc=&Portal=0&Site=&CoName=m... 3/4 5/1/2019 Mercury Casualty Company-Company Profile-Best's Credit Rating Center Haw t6 Get a .�. Best's Credit Rating Best's Credit Ratings Mobile App European Union Disclosures A.M. Best-Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI)in the European Union (EU).Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. A.M. Best(EU)Rating Services B.V. (AMB-EU), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment (ECAI) in the EU.Therefore,credit ratings issued and endorsed by AMB-EU may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP),Australian Registered Body Number(ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong.AMBAP is a wholesale Australian Financial Services (AFS) Licence holder(AFS No. 411055)under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act.AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product.AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst.AMBAP Credit Ratings are statements of opinion and not statements of fact.They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice:A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact.A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice.A.M. Best's credit opinions are not recommendations to buy,sell or hold securities,or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About Us I Site Map I Customer Service I My Account I Contact I Careers I Terms of Use I Privacy Policy I Security I Legal & Licensing Regulatory Affairs-Form NRSRO-Code of Conduct-Rating Methodology-Historical Performance Data Copyright©2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. ratings.ambest.com/searchresults.aspx?U Rating Id=2928293&bl=0&AltSrc=9&PPP=&AltNum=O&Ext_User=&Ext_Misc=&Portal=0&Site=&CoName=m... 4/4 5/1/201 Admiral Insurance Company-Company Profile-Best's Credit Rating Center Admiral Insurance Company A.M. Best#: 003026 NAIC#:24856 FEIN#: 222235730 Administrative Office View Additional Address inu:Ii [al Sbangth Rating7233 East Butherus Drive Information Scottsdale, AZ 85260-2410 , United States A+ SupoT Assigned to insurance Web: www.admiralins.com companies that have, in our Phone: 480-951-0905 opinion, a superior ability to Fax: 480-281-0910 meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058496 -W. R. Berkley Corporation is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: A+ (Superior) Affiliation Code: r (Reinsured) Financial Size Category: XV ($2 Billion or greater) Outlook: Stable Action: Affirmed Effective Date: May 24, 2018 Initial Rating Date: June 30, 1957 Long-Term Issuer Credit Rating View Definition Long-Term: aa- Outlook: Stable ratings.ambest.com/CompanyProfile.aspx?ambnum=3026&URatingld=2928293&bl=0&AltSrc=9&PPP=&AltNum=O&Ext_User=&Ext Misc=&Portal=0&... 1/4 5/1/2019 Admiral Insurance Company-Company Profile-Best's Credit Rating Center Action: Affirmed Effective Date: May 24, 2018 Initial Rating Date: June 22, 2005 u Denotes Under Review Best's Rating Best's Credit Rating Analyst Rating Office: A.M. Best Rating Services, Inc. Director: Jennifer Marshall, CPCU, ARM Senior Director: Michael J. Lagomarsino, CFA, FIRM Note: See the Disclosure information Form or Press Release below for the office and analyst at the time of the rating event. Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of W.R. Berkley Corporation and Its Subsidiaries May 24, 2018 Rating History A.M. Best has provided ratings & analysis on this company since 1957. Financial Strength Rating Effective DateRating 5/24/2018 A+ 5/25/2017 A+ 2/26/2016 A+ 1/22/2015 A+ 12/13/2013 A+ Long-Term Issuer Credit Rating ratings.ambest.com/CompanyProfi le.aspx?ambnum=3026&U Rating ld=2928293&bl=0&AltSrc=9&PPP=&AltNum=0&Ext_User=&Ext_Misc=&Portal=0&... 2/4 5/1/2019 Admiral Insurance Company-Company Profile-Best's Credit Rating Center Effective Date Rating 5/24/2018 aa- 5/25/2017 aa- 2/26/2016 aa- 1/22/2015 aa- 12/13/2013 aa- Best's Credit Reports ( Best's Credit Report -Where applicable, includes Best's Financial Strength Rating and rationale along with comprehensive analytical commentary, detailed business overview and key financial data. Report Revision Date: 11/5/2018 (represents the latest significant change). Historical Reports are available in Best's Credit Report Archive. View additional news, reports and products for this company. Press Releases Date Title May 24, 2018 A.M. Best Affirms Credit Ratings of W.R. Berkley Corporation and Its Subsidiaries May 25,2017 A.M. Best Affirms Credit Ratings of W. R. Berkley Corporation and Most Subsidiaries Feb 26, 2016 A.M. Best Affirms Ratings of W.R. Berkley Corporation and Its Subsidiaries;Assigns Rating to Subordinated Debentures Jan 22, 2015 A.M. Best Affirms Ratings for W. R. Berkley Corporation and its Subsidiaries Dec 13, 2013 A.M. Best Affirms Ratings of W. R. Berkley Corporation and Its Subsidiaries May 09,2013 A.M. Best Affirms Ratings of W. R. Berkley Corporation and Its Subsidiaries;Assigns Rating to Subordinated Debentures Dec 14, 2012 A.M. Best Affirms Ratings of W. R. Berkley Corporation and Its Subsidiaries Oct 25, 2011 A.M. Best Affirms Ratings of W. R. Berkley Corporation and Its Subsidiaries Jun 29, 2011 A.M. Best Assigns Ratings to Berkley Assurance Company Apr 11, 2011 A.M. Best Affirms Ratings of W. R. Berkley Corporation and Its Subsidiaries 1 2 Page size: 10 18 items in 2 pages 1 I Find a Best's Credit Rating Enter a Company Name F G oo Advanced Search ratings.ambest.com/CompanyProf le.aspx?ambnum=3026&URatingld=2928293&bl=0&AltSrc=9&PPP=&AltNum=O&Ext_User=&Ext_Misc=&Portal=0&... 3/4 5/1/2019 Admiral Insurance Company-Company Profile-Best's Credit Rating Center Mow to Get a Bests Credit Rating Best's Credit Ratings (Motile App European Union Disclosures A.M. Best- Europe Rating Services Limited (AMBERS), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment Institution (ECAI)in the European Union (EU).Therefore, Credit Ratings issued and endorsed by AMBERS may be used for regulatory purposes in the EU as per Directive 2006/48/EC. A.M. Best(EU) Rating Services B.V. (AMB-EU), a subsidiary of A.M. Best Rating Services, Inc., is an External Credit Assessment (ECAI)in the EU.Therefore, credit ratings issued and endorsed by AMB-EU may be used for regulatory purposes in the EU as per Directive 2006/48/EC. Australian Disclosures A.M. Best Asia-Pacific Limited (AMBAP), Australian Registered Body Number(ARBN No.150375287), is a limited liability company incorporated and domiciled in Hong Kong.AMBAP is a wholesale Australian Financial Services(AFS)Licence holder(AFS No. 411055) under the Corporations Act 2001. Credit ratings emanating from AMBAP are not intended for and must not be distributed to any person in Australia other than a wholesale client as defined in Chapter 7 of the Corporations Act.AMBAP does not authorize its Credit Ratings to be disseminated by a third-party in a manner that could reasonably be regarded as being intended to influence a retail client in making a decision in relation to a particular product or class of financial product.AMBAP Credit Ratings are intended for wholesale clients only, as defined. Credit Ratings determined and disseminated by AMBAP are the opinion of AMBAP only and not any specific credit analyst.AMBAP Credit Ratings are statements of opinion and not statements of fact. They are not recommendations to buy, hold or sell any securities or any other form of financial product, including insurance policies and are not a recommendation to be used to make investment /purchasing decisions. Important Notice:A.M. Best's Credit Ratings are independent and objective opinions, not statements of fact.A.M. Best is not an Investment Advisor, does not offer investment advice of any kind, nor does the company or its Ratings Analysts offer any form of structuring or financial advice.A.M. Best's credit opinions are not recommendations to buy, sell or hold securities,or to make any other investment decisions. For additional information regarding the use and limitations of credit rating opinions, as well as the rating process, information requirements and other rating related terms and definitions, please view Understanding Best's Credit Ratings. About Us I Site Map I Customer Service I My Account I Contact I Careers I Terms of Use I Privacy Policy I Security I Legal & Licensing Regulatory Affairs-Form NRSRO-Code of Conduct- Rating Methodology-Historical Performance Data Copyright©2019 A.M. Best Company, Inc. and/or its affiliates ALL RIGHTS RESERVED. ratings.ambest.com/CompanyProfile.aspx?ambnum=3026&U Rating Id=2928293&bl=0&AltSrc=9&PPP=&AltNum=O&Ext_User=&Ext_Misc=&Portal=0&... 4/4