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23-126 TeamCivX LLC Consulting Services Agreement for Revenue Measure Polling and Consulting Services
Page 1 of 9 Professional/Consulting Contracts /Version: October 2021 PROFESSIONAL/CONSULTING SERVICES AGREEMENT 1.PARTIES This Agreement is made by and between the City of Cupertino, a municipal corporation (“City”), and (“Contractor”), a for , and is effective on the last date signed below (“Effective Date”). 2.SERVICES 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. Contractor further agrees to carry out its work in compliance with any applicable local, State, or Federal order regarding COVID-19. 3.TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on and shall be completed by . The City’s appropriate department head or the City Manager may extend the Contract Time through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time, resources, and qualified staff to deliver the Services on time. 4.COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $ (“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. TeamCivX, LLC Limited Liability Company Revenue Measure Polling and Consulting Services December 31, 2023 December 31, 2023October 10, 2023 170,000 Revenue Measure Polling and Consulting Services Page 2 of 9 Professional/Consulting Contracts /Version: October 2021 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. 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, if required by the Cupertino Municipal Code. 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 Benefits and Taxes. Contractor is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. Contractor and any of its employees, agents, and subcontractors shall not have any claim under this Agreement or otherwise against City for seniority, vacation time, vacation pay, sick leave, personal time off, overtime, health insurance, medical care, hospital care, insurance benefits, social security, disability, unemployment, workers compensation or employee benefits of any kind. Contractor shall be solely liable for and obligated to pay directly all applicable taxes, fees, contributions, or charges applicable to Contractor’s business including, but not limited to, federal and state income taxes. City shall have no obligation whatsoever to pay or withhold any taxes or benefits on behalf of Contractor. Should any court, arbitrator, or administrative authority, including but not limited to the California Public Employees Retirement System (PERS), the Internal Revenue Service or the State Employment Development Division, determine that Contractor, or any of its employees, agents, or subcontractors, is an employee for any purpose, then Contractor agrees to a reduction in amounts payable under this Agreement, or to promptly remit to City any payments due by the City as a result of such determination, so that the City’s total expenses under this Agreement are not greater than they would have been had the determination not been made. Revenue Measure Polling and Consulting Services Page 3 of 9 Professional/Consulting Contracts /Version: October 2021 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 upon completion of the work to be performed hereunder or upon termination of this Agreement, to the extent requested by City. In any case, no Work Product shall be shown to any third-party without prior written approval of City. 7.2 Copyright. To the extent permitted by Title 17 of the 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. 7.3 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement, to execute or implement any of the following: (a)The original Services for which Contractor was hired; (b)Completion of the original Services by others; (c)Subsequent additions to the original Services; and/or (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 Revenue Measure Polling and Consulting Services Page 4 of 9 Professional/Consulting Contracts /Version: October 2021 to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four (4) years from the date of City’s final payment. Contractor acknowledges that certain documents generated or received by Contractor in connection with the performance of this Agreement, including but not limited to correspondence between Contractor and any third party, are public records under the California Public Records Act, California Government Code section 6250 et seq. Contractor shall comply with all laws regarding the retention of public records and shall make such records available to the City upon request by the City, or in such manner as the City reasonably directs that such records be provided. 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 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; (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. Page 5 of 9 Professional/Consulting Contracts /Version: October 2021 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. 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. 11.5. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. 11.6. This Section 11 shall survive termination of the Agreement. 12.INSURANCE 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. 13.COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state, and federal laws and 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. 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 Page 6 of 9 Professional/Consulting Contracts /Version: October 2021 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. Contractor agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of Title 2 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 City Project Manager. The City assigns 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 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 City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City’s pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent (10%) of the total time expended to date in the performance of the Services. Kristina Alfaro Jeremy Hauser Revenue Measure Polling and Consulting Services Page 7 of 9 Professional/Consulting Contracts /Version: October 2021 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 This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in 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 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 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 any term, clause, or provision of the main Agreement and any term, clause, or provision of the attachments or exhibits thereto, the terms of the main Agreement shall prevail and be controlling. 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. Revenue Measure Polling and Consulting Services Page 8 of 9 Professional/Consulting Contracts /Version: October 2021 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 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 Attention: Email: To Contractor: Attention: Email: 27.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. 21 Orinda Way, Suite C-191 Orinda, CA 94563 Jeremy HauserKristina Alfaro KristinaA@cupertino.org 10300 Torre Ave., Cupertino CA 95014 Revenue Measure Polling and Consulting Services jhauser@TeamCivX.com Page 9 of 9 Professional/Consulting Contracts /Version: October 2021 IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CITY OF CUPERTINO CONTRACTOR A Municipal Corporation By By Name Name Title Title Date Date APPROVED AS TO FORM: CHRISTOPHER D. JENSEN Cupertino City Attorney ATTEST: KIRSTEN SQUARCIA City Clerk DATE: Revenue Measure Polling and Consulting Services Jeremy Hauser Partner 11/06/23 Kristina Alfaro Director of Admin Services 11/07/23 Christopher D. Jensen 11/16/23 Exhibit A Scope of Work Contractor will provide the following services listed in Phase 1: Feasibility Assessment with the option to extend to Phase 2: Awareness Building and Phase 3: Measure Development if Phase 1 is successful and the City is content with the services. The City will notify the consultant beforehand that the City would like to process with Phase 2 or Phase 3. Modifications to Phase 2 or Phase 3 may be necessary at the conclusion of the results of Phase 1. Phase 1: Feasibility Assessment To get your revenue measure started on the right path, we’ll help ensure you are asking the right strategic questions: • Does a sales tax measure stand a reasonable chance of achieving the 50% + 1 simple-majority passage threshold? • What potential tax rates and durations fit within the tolerances of your community? • What programs, services and funding needs are the top priorities for your voters? • Does sufficient awareness of your funding needs exist or is additional informational outreach needed? • What is the right time to go to the ballot? The next election? A future election? • How does projected voter turnout in upcoming elections impact a tax proposal? • What other competing measures or issues are on the horizon that could impact your measure? • What accountability protections might be helpful to include in a proposed measure? • How does the economy and political environment impact your measure? To help answer these questions, TeamCivX will conduct a thorough assessment of the local political landscape, analyze recent election results and work with Godbe Research to design a statistically reliable opinion survey of your local voters. Godbe Research recommends a mixed-mode survey among a representative sample of 500 likely voters in Cupertino. Interviews will be conducted in English and Chinese by telephone on both landlines and cell phones, and online by email and text invitation. The overall sample will be demographically and geographically representative of likely voters in the City. We anticipate that a questionnaire of 18 to 25 minutes will be sufficient to cover the scope of information needed. For the survey research process specifically, Godbe Research proposes to complete the following tasks: • Conducting a project kick-off meeting with the City of Cupertino and TeamCivX, as well as holding additional meetings and correspondence, as needed, to discuss the research objectives and other aspects of the registered voter survey process in detail. • Reviewing Cupertino resident and voter demographics, any related public opinion research, results of previous revenue and ballot measure attempts in the City, and other information that will help to inform and support this current registered voter survey process. • Designing and refining a survey instrument of between 18 and 25-minutes in length so that it addresses the research objectives of the City of Cupertino for a hybrid Internet and telephone survey of Cupertino registered voters. The survey is designed through an TeamCivX.com iterative process between Godbe Research, TeamCivX, and the City with multiple points for input, review, and approval prior to considering the survey “final” and ready for programming, testing, and fielding. • The survey will be designed to be formatted for both Internet and telephone survey modalities as a ‘hybrid survey’ and both versions of the survey will be identical, save for survey instructions specific to each modality. • For reference, previous registered voter surveys conducted for the City by Godbe Research on similar topics have been in the 18 to 25-minute range depending on the specific topics and questions covered in each survey process. • Programming, refining, and testing the Internet version of the survey instrument using our Internet survey software package. This will be done by our team of IT and programming experts. • CATI programming the telephone version of the survey instrument for efficient and accurate data collection, and training telephone interviewing personnel on the questionnaire and interviewing protocol. • For our telephone interviewing projects, Godbe Research uses only live interviewers, who have been intensively trained on the survey questionnaire, and who are located in the western United States. • Pre-testing the survey instrument in both modalities (Internet and telephone) to ensure that the questions and response codes are understandable to respondents, and to ensure that the survey length coincides with the budgeted survey length for the project. • Developing a recruitment email and recruitment text for the Internet version of the survey and working with the City so that Godbe Research can send recruitment emails and texts to Cupertino registered voters with known email addresses and cell phones in the voter file, respectively. • Based on the City’s communications policies and internal customer/resident lists, we can also match the City’s email lists (e.g., park and recreation lists, communications, etc.) to the voter file, so that we can include additional voters that do not have email addresses in the State Voter File. • Finally, to convey the importance of the survey to registered voters in Cupertino and ensure that the recruitment email is not viewed as spam or malware, they will be signed by the City Manager, Finance Director, or Budget Manager and the email will come from the City’s recognizable @cupertino.gov email domain, which will help in response rates as well as to convey to voters that this is a legitimate City-sponsored survey process. • Development of a stratified and clustered listed sample of City of Cupertino voters who are likely to vote in the election cycles of interest to the City, which will likely include the November 2024 Presidential General election cycle, which also coincides with City Council elections in Cupertino (and thus general tax available). The voter sample will be primarily constructed using email addresses and cell phones from the voter file, as the Internet modality will be conducted first in the hybrid survey process. Once we have developed the Internet sample, the rest of the sample will be de-duplicated by matching names, addresses, and phone numbers from Internet survey respondents to those in the TeamCivX.com voter file. We will then remove any voter from the telephone survey sample who previously completed the survey via the Internet. Finally, we will ask all survey respondents in the telephone version if they have already completed the survey via the Internet and will remove those voters from the survey process through a screening question. • For review, there are a total of approximately 32,900 total registered voters in the City of Cupertino for which we have email addresses for approximately 18,560 voters or well over half (56%) of the overall voting electorate in the City of Cupertino. We have also identified cell phone numbers for roughly 11,860 City voters or well over one-third (36%) of the City’s overall voting electorate. Finally, we also have landline telephone numbers for roughly 15,720 Cupertino voters or just under one-half (47%) of City voters. For the November 2024 general election cycle, we have a similar percentage of contact information for Cupertino registered voters. • Conducting 18 to 25-minute Internet and telephone interviews up to 500 (n=500) total Cupertino registered voters according to a strict interviewing protocol and our approved sampling design. We will strive to obtain 500 total voter interviews and will take more if we are able to obtain them. • A sample size of 500 would provide for a margin of error of no greater than +/- 4.4 at the 95% confidence level, when looking at all City voters, including voters likely to participate in the November 2024 Presidential General and City of Cupertino City Council election cycle. • Finally, previous surveys conducted for the City by Godbe Research have been able to collect 400 to 600 interviews based on past specific survey events and the topics/audiences covered for those past survey events. • Processing the data from the revenue measure feasibility survey process according to a strict protocol, and weighting the data, as necessary, to ensure that the results reflect opinions that are truly representative of registered voters in the City of Cupertino likely to vote in November 2024. • Developing a topline report of aggregate findings for the City of Cupertino and TeamCivX as the first reporting deliverable provided as part of the registered voter survey process. • We will also meet with the City and TeamCivX to review and discuss the topline report, which will guide our more detailed analysis and reporting to be of maximum value to the City and TeamCivX in making an informed decision on whether or not to pursue a sales tax measure for November 2024. • Analyzing the data from the registered voter survey process and producing a report of findings, conclusions, and recommendations for the City of Cupertino in conjunction with TeamCivX, which will include reporting in draft and final formats (based on City and TeamCivX comments and any potential changes). • Our combined survey reports, with TeamCivX, include an executive summary of high-level results, discussion of the survey methodology and sampling design, statistical analysis of questions in graphic and narrative formats, comparisons to TeamCivX.com previous surveys on associated topics, the topline report, the survey questionnaire, and a complete set of crosstabulations. We can also provide a tabulation of all survey calls and contacts, as requested, however, we will need to remove identifying information to preserve respondent confidentiality as promised in any survey process. • Presenting the results and recommendations from the registered voter survey to the City of Cupertino for up to five (5) online presentations as necessary (AB 361 authorized; to prevent the transmission of COVID-19 variants, and; of course, reduce unnecessary carbon emissions). • The presentation will be based on the project report and the length and content of the presentation will be based on City, TeamCivX, and Godbe Research discussions. • Post-survey consulting on the results and recommendations from registered voter survey process with the City of Cupertino and TeamCivX, as needed (no additional fee) as the City makes a decision on a potential future sales tax measure and works with TeamCivX to engage the Cupertino community with public education and outreach. With key strategic questions answered through the feasibility assessment, our team will provide you with specific recommendations on how to structure a measure, when to go to the ballot and communication strategies that are needed to support your efforts. If a revenue measure does not appear to be viable at the current time, we will tell you that. Phase 2: Awareness Building (Optional) If the feasibility assessment shows a viable path forward for a ballot measure, our next step will be to develop and implement an informational communications plan to raise awareness of your funding needs, while also introducing your proposed measure and providing opportunities for community input. While public agencies are legally prohibited from advocating for the passage of a ballot measure, you can educate and inform your community about your needs and plans. To build community awareness, TeamCivX will work with you to implement an informational communications and outreach effort that will include the following components: • Developing informational messaging and fact sheets to be distributed in the community • Providing talking points, frequently asked questions and a message training to city leaders who will be interfacing with the public on this issue • Providing content related to your funding needs and proposed measure to be added to your website, used in social media, included in email updates and newsletters • Preparing PowerPoint presentations for public and community meetings • Writing, designing and producing mailings and advertising to inform local residents • Developing strategies and plans to inform external groups including current and former elected leaders, business leaders, faith community leaders, ethnic community leaders, taxpayer groups and others We will write all copy, handle the graphic design, coordinate printing and mailing and handle any ad buys as needed. We will just need for you to review content and designs and make sure the information is accurate and has the right feel for your community. Phase 3: Measure Development (Optional) Based on the results of the feasibility assessment and community input received during the awareness building outreach efforts, we will help you develop your measure for the ballot so that it is closely aligned with the community’s priorities and sensitivities. We will work with your financial advisors, legal counsel and other experts to accomplish this work, including: • Recommending a final tax rate, duration and other specifics • Refining the final funding plans to reflect community priorities and ensuring programs eligible for funding are described in clear language the general public will understand • Working with legal counsel to develop the 75-word ballot question • Working with legal counsel to develop and refine all language that will appear in the ballot pamphlet mailed to all voters • Working with local elections officials to ensure your measure qualifies for the ballot With these steps complete, your measure will be on the ballot. Since public agencies cannot advocate for ballot measures, an independent campaign committee may need to be formed to run an advocacy campaign in support of the measure. TeamCivX provides campaign consulting services to independent campaign committees but those services are not part of this proposal since the campaign must be led by an independent group. Exhibit B Schedule of Performance Consultant to provide services starting October 10, 2023 to August 31, 2024. Phase 1: October 10, 2023 to December 31, 2023 Phase 2 (Optional): January 1, 2024 to May 31, 2024 Phase 3 (Optional): June 1, 2024 to August 31, 2024 Exhibit C Compensation The Contractor will perform the tasks and services associated with Exhibit A for a not-to exceed amount of $170,000. Phase 1: $20,081 (Consulting Fee, Pro Rata) + $36,725 (Survey) Phase 2 (Optional): $37,500 (Consulting Fee, 5 Months) + $14,900 (Per Mailing, 2-3 Recommended) + $5,000 (Digital Media) Phase 3 (Optional): $22,500 (Consulting Fee, 3 Months) Total: $170,000 Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 1 Form Updated Jan. 2022 Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability (CGL) for bodily injury, 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. 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. 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 10 (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 umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City before the City’s own insurance or self- insurance shall be called upon to protect City as a named insured. 2. Automobile Liability: ISO CA 00 01 covering any auto (including owned, hired, and non-owned autos) with limits no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 per occurrence for bodily injury or disease. Not required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant’s profession, with limits no less than $2,000,000 per occurrence or claim, $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. EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Exh. D-Insurance Requirements for Design Professionals & Consultant Contracts 2 Form Updated Jan. 2022 OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Additional Insured Status The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s CGL and automobile liability policies. 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 of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better. 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 during the 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. 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 by Consultant. 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. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/5/2023 Clarke &Sampson,Inc. 228 S.Washington Street Suite 200 Alexandria VA 22314 Matt Dailey 703-683-6601 703-739-8967 mdailey@clarkeandsampson.com License#:PC-902355 Sentinel Insurance Company 11000 TEAMLLC-02 Hartford Casualty Ins Co 29424TeamCivXLLC 21 Orinda Way Suite C-191 Orinda CA 94563 United Specialty Insurance Company 336904574 A X 2,000,000 X 1,000,000 10,000 2,000,000 4,000,000 X Y Y 42SBMBI6171 3/21/2023 3/21/2024 4,000,000 A 2,000,000 X X Y Y 42SBMBI6171 3/21/2023 3/21/2024 A X 1,000,00042SBMBI61713/21/2023 3/21/2024 1,000,000 X 10,000 B XY42WECAW7JV73/21/2023 3/21/2024 1,000,000 1,000,000 1,000,000 C Professional Liability GCT197836001 3/21/2023 3/21/2024 Per claim Aggregate 1,000,000 $2,000,000 The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers (“Additional Insureds”)are to be covered as additional insureds on Consultant’s CGL and automobile liability policies.Waiver of subrogation applies when required by written contract. The City of Cupertino 10300 Torre Avenue Cupertino CA 95014 Form SS 00 08 04 05 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A.COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B.EXCLUSIONS 3 C.WHO IS AN INSURED 10 D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence,Offense,Claim Or Suit 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 BUSINESS LIABILITY COVERAGE FORM Page 2 of 24 Form SS 00 08 04 05 (2)Receives a written or verbal demand or claim for damages because of the "bodily injury"or "property damage";or (3)Becomes aware by any other means that "bodily injury"or "property damage"has occurred or has begun to occur. d.Damages because of "bodily injury"include damages claimed by any person or organization for care,loss of services or death resulting at any time from the "bodily injury". e.Incidental Medical Malpractice (1)"Bodily injury"arising out of the rendering of or failure to render professional health care services as a physician,dentist,nurse,emergency medical technician or paramedic shall be deemed to be caused by an "occurrence",but only if: (a)The physician,dentist,nurse, emergency medical technician or paramedic is employed by you to provide such services;and (b)You are not engaged in the business or occupation of providing such services. (2)For the purpose of determining the limits of insurance for incidental medical malpractice,any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2.MEDICAL EXPENSES Insuring Agreement a.We will pay medical expenses as described below for "bodily injury"caused by an accident: (1)On premises you own or rent; (2)On ways next to premises you own or rent;or (3)Because of your operations; provided that: (1)The accident takes place in the "coverage territory"and during the policy period; (2)The expenses are incurred and reported to us within three years of the date of the accident;and (3)The injured person submits to examination,at our expense,by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault.These payments will not exceed the applicable limit of insurance.We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical,surgical,x-ray and dental services,including prosthetic devices;and (3)Necessary ambulance,hospital, professional nursing and funeral services. 3.COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a.We will pay,with respect to any claim or "suit"we investigate or settle,or any "suit" against an insured we defend: (1)All expenses we incur. (2)Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury"applies.We do not have to furnish these bonds. (3)The cost of appeal bonds or bonds to release attachments,but only for bond amounts within the applicable limit of insurance.We do not have to furnish these bonds. (4)All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit",including actual loss of earnings up to $500 a day because of time off from work. (5)All costs taxed against the insured in the "suit". (6)Prejudgment interest awarded against the insured on that part of the judgment we pay.If we make an offer to pay the applicable limit of insurance,we will not pay any prejudgment interest based on that period of time after the offer. (7)All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay,or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1)through (7) above will not reduce the limits of insurance. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 3 of 24 b.If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the following conditions are met: (1)The "suit"against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2)This insurance applies to such liability assumed by the insured; (3)The obligation to defend,or the cost of the defense of,that indemnitee,has also been assumed by the insured in the same "insured contract"; (4)The allegations in the "suit"and the information we know about the "occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5)The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee;and (6)The indemnitee: (a)Agrees in writing to: (i)Cooperate with us in the investigation,settlement or defense of the "suit"; (ii)Immediately send us copies of any demands,notices, summonses or legal papers received in connection with the "suit"; (iii)Notify any other insurer whose coverage is available to the indemnitee;and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee;and (b)Provides us with written authorization to: (i)Obtain records and other information related to the "suit";and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee,necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.– Exclusions,such payments will not be deemed to be damages for "bodily injury"and "property damage"and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys'fees and necessary litigation expenses as Supplementary Payments ends when: (1)We have used up the applicable limit of insurance in the payment of judgments or settlements;or (2)The conditions set forth above,or the terms of the agreement described in Paragraph (6)above,are no longer met. B.EXCLUSIONS 1.Applicable To Business Liability Coverage This insurance does not apply to: a.Expected Or Intended Injury (1)"Bodily injury"or "property damage" expected or intended from the standpoint of the insured.This exclusion does not apply to "bodily injury"or "property damage"resulting from the use of reasonable force to protect persons or property;or (2)"Personal and advertising injury"arising out of an offense committed by,at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b.Contractual Liability (1)"Bodily injury"or "property damage";or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury","property damage"or "personal and advertising injury"that the insured would have in the absence of the contract or agreement;or BUSINESS LIABILITY COVERAGE FORM Page 4 of 24 Form SS 00 08 04 05 (b)"Bodily injury"or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury"or "property damage"occurs subsequent to the execution of the contract or agreement.Solely for the purpose of liability assumed in an "insured contract",reasonable attorneys'fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury"or "property damage" provided: (i)Liability to such party for,or for the cost of,that party’s defense has also been assumed in the same "insured contract",and (ii)Such attorneys'fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c.Liquor Liability "Bodily injury"or "property damage"for which any insured may be held liable by reason of: (1)Causing or contributing to the intoxication of any person; (2)The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol;or (3)Any statute,ordinance or regulation relating to the sale,gift,distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing,distributing, selling,serving or furnishing alcoholic beverages. d.Workers'Compensation And Similar Laws Any obligation of the insured under a workers'compensation,disability benefits or unemployment compensation law or any similar law. e.Employer’s Liability "Bodily injury"to: (1)An "employee"of the insured arising out of and in the course of: (a)Employment by the insured;or (b)Performing duties related to the conduct of the insured’s business,or (2)The spouse,child,parent,brother or sister of that "employee"as a consequence of (1)above. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. This exclusion does not apply to liability assumed by the insured under an "insured contract". f.Pollution (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the actual,alleged or threatened discharge,dispersal, seepage,migration,release or escape of "pollutants": (a)At or from any premises,site or location which is or was at any time owned or occupied by,or rented or loaned to any insured. However,this subparagraph does not apply to: (i)"Bodily injury"if sustained within a building and caused by smoke,fumes,vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use,by the building's occupants or their guests; (ii)"Bodily injury"or "property damage"for which you may be held liable,if you are a contractor and the owner or lessee of such premises,site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises,site or location and such premises,site or location is not and never was owned or occupied by,or rented or loaned to,any insured,other than that additional insured;or BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 5 of 24 (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire"; (b)At or from any premises,site or location which is or was at any time used by or for any insured or others for the handling,storage, disposal,processing or treatment of waste; (c)Which are or were at any time transported,handled,stored, treated,disposed of,or processed as waste by or for: (i)Any insured;or (ii)Any person or organization for whom you may be legally responsible; (d)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants"are brought on or to the premises,site or location in connection with such operations by such insured,contractor or subcontractor.However,this subparagraph does not apply to: (i)"Bodily injury"or "property damage"arising out of the escape of fuels,lubricants or other operating fluids which are needed to perform the normal electrical,hydraulic or mechanical functions necessary for the operation of "mobile equipment"or its parts, if such fuels,lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them.This exception does not apply if the "bodily injury"or "property damage"arises out of the intentional discharge,dispersal or release of the fuels, lubricants or other operating fluids,or if such fuels, lubricants or other operating fluids are brought on or to the premises,site or location with the intent that they be discharged,dispersed or released as part of the operations being performed by such insured,contractor or subcontractor; (ii)"Bodily injury"or "property damage"sustained within a building and caused by the release of gases,fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor;or (iii)"Bodily injury"or "property damage"arising out of heat, smoke or fumes from a "hostile fire";or (e)At or from any premises,site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured’s behalf are performing operations if the operations are to test for,monitor,clean up,remove, contain,treat,detoxify or neutralize, or in any way respond to,or assess the effects of,"pollutants". (2)Any loss,cost or expense arising out of any: (a)Request,demand,order or statutory or regulatory requirement that any insured or others test for,monitor, clean up,remove,contain,treat, detoxify or neutralize,or in any way respond to,or assess the effects of, "pollutants";or (b)Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring,cleaning up,removing, containing,treating,detoxifying or neutralizing,or in any way responding to,or assessing the effects of,"pollutants". However,this paragraph does not apply to liability for damages because of "property damage"that the insured would have in the absence of such request,demand,order or statutory or regulatory requirement,or such claim or "suit"by or on behalf of a governmental authority. BUSINESS LIABILITY COVERAGE FORM Page 6 of 24 Form SS 00 08 04 05 g.Aircraft,Auto Or Watercraft "Bodily injury"or "property damage"arising out of the ownership,maintenance,use or entrustment to others of any aircraft,"auto" or watercraft owned or operated by or rented or loaned to any insured.Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision,hiring, employment,training or monitoring of others by that insured,if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership, maintenance,use or entrustment to others of any aircraft,"auto"or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long;and (b)Not being used to carry persons for a charge; (3)Parking an "auto"on,or on the ways next to,premises you own or rent, provided the "auto"is not owned by or rented or loaned to you or the insured; (4)Liability assumed under any "insured contract"for the ownership, maintenance or use of aircraft or watercraft; (5)"Bodily injury"or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3)of the definition of "mobile equipment";or (6)An aircraft that is not owned by any insured and is hired,chartered or loaned with a paid crew.However,this exception does not apply if the insured has any other insurance for such "bodily injury"or "property damage",whether the other insurance is primary,excess, contingent or on any other basis. h.Mobile Equipment "Bodily injury"or "property damage" arising out of: (1)The transportation of "mobile equipment" by an "auto"owned or operated by or rented or loaned to any insured;or (2)The use of "mobile equipment"in,or while in practice or preparation for,a prearranged racing,speed or demolition contest or in any stunting activity. i.War "Bodily injury","property damage"or "personal and advertising injury",however caused,arising,directly or indirectly,out of: (1)War,including undeclared or civil war; (2)Warlike action by a military force, including action in hindering or defending against an actual or expected attack,by any government, sovereign or other authority using military personnel or other agents;or (3)Insurrection,rebellion,revolution, usurped power,or action taken by governmental authority in hindering or defending against any of these. j.Professional Services "Bodily injury","property damage"or "personal and advertising injury"arising out of the rendering of or failure to render any professional service.This includes but is not limited to: (1)Legal,accounting or advertising services; (2)Preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications; (3)Supervisory,inspection,architectural or engineering activities; (4)Medical,surgical,dental,x-ray or nursing services treatment,advice or instruction; (5)Any health or therapeutic service treatment,advice or instruction; (6)Any service,treatment,advice or instruction for the purpose of appearance or skin enhancement,hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing,preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 7 of 24 (8)Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation,fitting,demonstration or distribution of ophthalmic lenses and similar products; (9)Any: (a)Body piercing (not including ear piercing); (b)Tattooing,including but not limited to the insertion of pigments into or under the skin;and (c)Similar services; (10)Services in the practice of pharmacy; and (11)Computer consulting,design or programming services,including web site design. Paragraphs (4)and (5)of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e.in Section A.-Coverages. k.Damage To Property "Property damage"to: (1)Property you own,rent or occupy, including any costs or expenses incurred by you,or any other person, organization or entity,for repair, replacement,enhancement, restoration or maintenance of such property for any reason,including prevention of injury to a person or damage to another's property; (2)Premises you sell,give away or abandon,if the "property damage"arises out of any part of those premises; (3)Property loaned to you; (4)Personal property in the care,custody or control of the insured; (5)That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the "property damage" arises out of those operations;or (6)That particular part of any property that must be restored,repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1),(3)and (4)of this exclusion do not apply to "property damage"(other than damage by fire)to premises,including the contents of such premises,rented to you for a period of 7 or fewer consecutive days.A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D.-Limits Of Insurance. Paragraph (2)of this exclusion does not apply if the premises are "your work"and were never occupied,rented or held for rental by you. Paragraphs (3)and (4)of this exclusion do not apply to the use of elevators. Paragraphs (3),(4),(5)and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3)and (4)of this exclusion do not apply to "property damage"to borrowed equipment while not being used to perform operations at a job site. Paragraph (6)of this exclusion does not apply to "property damage"included in the "products-completed operations hazard". l.Damage To Your Product "Property damage"to "your product" arising out of it or any part of it. m.Damage To Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n.Damage To Impaired Property Or Property Not Physically Injured "Property damage"to "impaired property" or property that has not been physically injured,arising out of: (1)A defect,deficiency,inadequacy or dangerous condition in "your product" or "your work";or (2)A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. BUSINESS LIABILITY COVERAGE FORM Page 8 of 24 Form SS 00 08 04 05 o.Recall Of Products,Work Or Impaired Property Damages claimed for any loss,cost or expense incurred by you or others for the loss of use,withdrawal,recall,inspection, repair,replacement,adjustment,removal or disposal of: (1)"Your product"; (2)"Your work";or (3)"Impaired property"; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency,inadequacy or dangerous condition in it. p.Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral,written or electronic publication of material,if done by or at the direction of the insured with knowledge of its falsity; (2)Arising out of oral,written or electronic publication of material whose first publication took place before the beginning of the policy period; (3)Arising out of a criminal act committed by or at the direction of the insured; (4)Arising out of any breach of contract, except an implied contract to use another’s "advertising idea"in your "advertisement"; (5)Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6)Arising out of the wrong description of the price of goods,products or services; (7)Arising out of any violation of any intellectual property rights such as copyright,patent,trademark,trade name,trade secret,service mark or other designation of origin or authenticity. However,this exclusion does not apply to infringement,in your "advertisement",of (a)Copyright; (b)Slogan,unless the slogan is also a trademark,trade name,service mark or other designation of origin or authenticity;or (c)Title of any literary or artistic work; (8)Arising out of an offense committed by an insured whose business is: (a)Advertising,broadcasting, publishing or telecasting; (b)Designing or determining content of web sites for others;or (c)An Internet search,access, content or service provider. However,this exclusion does not apply to Paragraphs a.,b.and c. under the definition of "personal and advertising injury"in Section G.– Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement"for or linking to others on your web site,by itself,is not considered the business of advertising,broadcasting, publishing or telecasting; (9)Arising out of an electronic chat room or bulletin board the insured hosts, owns,or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address,domain name or metatags,or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However,this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a)An "advertisement"for others on your web site; (b)Placing a link to a web site of others on your web site; (c)Content from a web site of others displayed within a frame or border on your web site.Content includes information,code,sounds,text, graphics or images;or (d)Computer code,software or programming used to enable: (i)Your web site;or (ii)The presentation or functionality of an "advertisement"or other content on your web site; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13)Arising out of a violation of any anti- trust law; (14)Arising out of the fluctuation in price or value of any stocks,bonds or other securities;or (15)Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director,stockholder,partner or member of the insured. q.Electronic Data Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate "electronic data". r.Employment-Related Practices "Bodily injury"or "personal and advertising injury"to: (1)A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person's employment;or (c)Employment-related practices, policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline, defamation,harassment,humiliation or discrimination directed at that person;or (2)The spouse,child,parent,brother or sister of that person as a consequence of "bodily injury"or "personal and advertising injury"to the person at whom any of the employment-related practices described in Paragraphs (a),(b),or (c) above is directed. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s.Asbestos (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages,judgments,settlements, loss,costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request,demand, order or statutory or regulatory requirement that any insured or others test for,monitor,clean up, remove,encapsulate,contain, treat,detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard";or (c)Arise out of any claim or suit for damages because of testing for, monitoring,cleaning up,removing, encapsulating,containing,treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t.Violation Of Statutes That Govern E- Mails,Fax,Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; (2)The CAN-SPAM Act of 2003,including any amendment of or addition to such law;or (3)Any statute,ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003,that prohibits or limits the sending,transmitting,communicating or distribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire,Lightning or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire,lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner.A separate Limit of Insurance applies to this coverage as described in Section D.-Liability And Medical Expenses Limits Of Insurance. BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2.Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a.Any Insured To any insured,except "volunteer workers". b.Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c.Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d.Workers'Compensation And Similar Laws To a person,whether or not an "employee"of any insured,if benefits for the "bodily injury"are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e.Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games,sports or athletic contests. f.Products-Completed Operations Hazard Included with the "products-completed operations hazard". g.Business Liability Exclusions Excluded under Business Liability Coverage. C.WHO IS AN INSURED 1.If you are designated in the Declarations as: a.An individual,you and your spouse are insureds,but only with respect to the conduct of a business of which you are the sole owner. b.A partnership or joint venture,you are an insured.Your members,your partners,and their spouses are also insureds,but only with respect to the conduct of your business. c.A limited liability company,you are an insured.Your members are also insureds, but only with respect to the conduct of your business.Your managers are insureds,but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company,you are an insured.Your "executive officers"and directors are insureds,but only with respect to their duties as your officers or directors. Your stockholders are also insureds,but only with respect to their liability as stockholders. e.A trust,you are an insured.Your trustees are also insureds,but only with respect to their duties as trustees. 2.Each of the following is also an insured: a.Employees And Volunteer Workers Your "volunteer workers"only while performing duties related to the conduct of your business,or your "employees",other than either your "executive officers"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However,none of these "employees"or "volunteer workers"are insureds for: (1)"Bodily injury"or "personal and advertising injury": (a)To you,to your partners or members (if you are a partnership or joint venture),to your members (if you are a limited liability company),or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business,or to your other "volunteer workers"while performing duties related to the conduct of your business; (b)To the spouse,child,parent, brother or sister of that co- "employee"or that "volunteer worker"as a consequence of Paragraph (1)(a)above; (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1)(a)or (b)above;or (d)Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services,Paragraph (d)does not apply to any nurse,emergency medical technician or paramedic employed by you to provide such services. (2)"Property damage"to property: (a)Owned,occupied or used by, BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to,in the care,custody or control of,or over which physical control is being exercised for any purpose by you,any of your "employees","volunteer workers", any partner or member (if you are a partnership or joint venture),or any member (if you are a limited liability company). b.Real Estate Manager Any person (other than your "employee"or "volunteer worker"),or any organization while acting as your real estate manager. c.Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die,but only: (1)With respect to liability arising out of the maintenance or use of that property;and (2)Until your legal representative has been appointed. d.Legal Representative If You Die Your legal representative if you die,but only with respect to duties as such.That representative will have all your rights and duties under this insurance. e.Unnamed Subsidiary Any subsidiary and subsidiary thereof,of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3.Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as a Named Insured if there is no other similar insurance available to that organization.However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier;and b.Coverage under this provision does not apply to: (1)"Bodily injury"or "property damage" that occurred;or (2)"Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4.Operator Of Mobile Equipment With respect to "mobile equipment"registered in your name under any motor vehicle registration law,any person is an insured while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person driving the equipment;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5.Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge,any person is an insured while operating such watercraft with your permission.Any other person or organization responsible for the conduct of such person is also an insured,but only with respect to liability arising out of the operation of the watercraft,and only if no other insurance of any kind is available to that person or organization for this liability. However,no person or organization is an insured with respect to: a."Bodily injury"to a co-"employee"of the person operating the watercraft;or b."Property damage"to property owned by, rented to,in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6.Additional Insureds When Required By Written Contract,Written Agreement Or Permit The person(s)or organization(s)identified in Paragraphs a.through f.below are additional insureds when you have agreed,in a written BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract,written agreement or because of a permit issued by a state or political subdivision,that such person or organization be added as an additional insured on your policy,provided the injury or damage occurs subsequent to the execution of the contract or agreement,or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However,no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F.–Optional Additional Insured Coverages. a.Vendors Any person(s)or organization(s)(referred to below as vendor),but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,except when unpacked solely for the purpose of inspection,demonstration,testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)Such inspections,adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient,part or container, entering into,accompanying or containing such products. b.Lessors Of Equipment (1)Any person or organization from whom you lease equipment;but only with respect to their liability for "bodily injury","property damage"or "personal and advertising injury" caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person or organization. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. c.Lessors Of Land Or Premises (1)Any person or organization from whom you lease land or premises,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land or premises leased to you. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)Any "occurrence"which takes place after you cease to lease that land or be a tenant in that premises;or (b)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. d.Architects,Engineers Or Surveyors (1)Any architect,engineer,or surveyor,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In connection with your premises; or (b)In the performance of your ongoing operations performed by you or on your behalf. (2)With respect to the insurance afforded to these additional insureds,the following additional exclusion applies: This insurance does not apply to "bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you,including: (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. e.Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: (a)"Bodily injury","property damage" or "personal and advertising injury"arising out of operations performed for the state or municipality;or (b)"Bodily injury"or "property damage" included within the "products- completed operations hazard". f.Any Other Party (1)Any other person or organization who is not an insured under Paragraphs a. through e.above,but only with respect to liability for "bodily injury", "property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (a)In the performance of your ongoing operations; (b)In connection with your premises owned by or rented to you;or (c)In connection with "your work"and included within the "products- completed operations hazard",but only if (i)The written contract or written agreement requires you to provide such coverage to such additional insured;and (ii)This Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products- completed operations hazard". (2)With respect to the insurance afforded to these additional insureds,this insurance does not apply to: "Bodily injury","property damage"or "personal and advertising injury" arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing,approving,or failure to prepare or approve, maps,shop drawings,opinions, reports,surveys,field orders, change orders,designs or drawings and specifications;or (b)Supervisory,inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.–Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D.LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1.The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a.Insureds; b.Claims made or "suits"brought;or c.Persons or organizations making claims or bringing "suits". 2.Aggregate Limits The most we will pay for: a.Damages because of "bodily injury"and "property damage"included in the "products-completed operations hazard"is the Products-Completed Operations Aggregate Limit shown in the Declarations. b.Damages because of all other "bodily injury","property damage"or "personal and advertising injury",including medical expenses,is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location"means premises involving the same or connecting lots,or premises whose connection is interrupted only by a street,roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage"to premises while rented to you or temporarily occupied by you with permission of the owner,arising out of fire,lightning or explosion. 3.Each Occurrence Limit Subject to 2.a.or 2.b above,whichever applies,the most we will pay for the sum of all damages because of all "bodily injury", "property damage"and medical expenses arising out of any one "occurrence"is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury"sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4.Personal And Advertising Injury Limit Subject to 2.b.above,the most we will pay for the sum of all damages because of all "personal and advertising injury"sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5.Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage"to any one premis es,while rented to you,or in the case of damage by fire, lightning or explosion,while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire,lightning or explosion,the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event,whether such damage results from fire,lightning or explosion or any combination of these. 6.How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a.The limits of insurance specified in a written contract,written agreement or permit issued by a state or political subdivision;or b.The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit",the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit".However,this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the policy period shown in the Declarations,unless the policy period is extended after issuance for an additional period of less than 12 months.In that case,the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E.LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1.Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2.Duties In The Event Of Occurrence, Offense,Claim Or Suit a.Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence"or an offense which may result in a claim.To the extent possible,notice should include: (1)How,when and where the "occurrence" or offense took place; (2)The names and addresses of any injured persons and witnesses;and (3)The nature and location of any injury or damage arising out of the "occurrence"or offense. b.Notice Of Claim If a claim is made or "suit"is brought against any insured,you or any additional insured must: (1)Immediately record the specifics of the claim or "suit"and the date received; and (2)Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit"as soon as practicable. c.Assistance And Cooperation Of The Insured You and any other involved insured must: (1)Immediately send us copies of any demands,notices,summonses or legal papers received in connection with the claim or "suit"; (2)Authorize us to obtain records and other information; (3)Cooperate with us in the investigation, settlement of the claim or defense against the "suit";and (4)Assist us,upon our request,in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d.Obligations At The Insured's Own Cost No insured will,except at that insured's own cost,voluntarily make a payment,assume any obligation,or incur any expense,other than for first aid,without our consent. e.Additional Insured's Other Insurance If we cover a claim or "suit"under this Coverage Part that may also be covered by other insurance available to an additional insured,such additional insured must submit such claim or "suit"to the other insurer for defense and indemnity. However,this provision does not apply to the extent that you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f.Knowledge Of An Occurrence,Offense, Claim Or Suit Paragraphs a.and b.apply to you or to any additional insured only when such "occurrence",offense,claim or "suit"is known to: (1)You or any additional insured that is an individual; (2)Any partner,if you or an additional insured is a partnership; (3)Any manager,if you or an additional insured is a limited liability company; (4)Any "executive officer"or insurance manager,if you or an additional insured is a corporation; (5)Any trustee,if you or an additional insured is a trust;or (6)Any elected or appointed offic ial,if you or an additional insured is a political subdivision or public entity. BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3.Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law,the insurance provided by the policy for "bodily injury" liability and "property damage"liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment"to which this insurance applies,we will provide any liability,uninsured motorists, underinsured motorists,no-fault or other coverage required by any motor vehicle law.We will provide the required limits for those coverages. 4.Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit"asking for damages from an insured;or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured;but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance.An agreed settlement means a settlement and release of liability signed by us,the insured and the claimant or the claimant's legal representative. 5.Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured,this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each insured against whom a claim is made or "suit"is brought. 6.Representations a.When You Accept This Policy By accepting this policy,you agree: (1)The statements in the Declarations are accurate and complete; (2)Those statements are based upon representations you made to us;and (3)We have issued this policy in reliance upon your representations. b.Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part,we shall not deny any coverage under this Coverage Part because of such failure. 7.Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part,our obligations are limited as follows: a.Primary Insurance This insurance is primary except when b. below applies.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. b.Excess Insurance This insurance is excess over any of the other insurance,whether primary,excess, contingent or on any other basis: (1)Your Work That is Fire,Extended Coverage, Builder's Risk,Installation Risk or similar coverage for "your work"; (2)Premises Rented To You That is fire,lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3)Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage"to premises rented to you or temporarily occupied by you with permission of the owner; (4)Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g.of Section A.–Coverages. (5)Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6)When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations,or products and completed operations,for which you have been added as an additional insured by that insurance;or (7)When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However,the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a)Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary.If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b)Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance,this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a)and (b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess,we will have no duty under this Coverage Part to defend the insured against any "suit"if any other insurer has a duty to defend the insured against that "suit".If no other insurer defends,we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance,we will pay only our share of the amount of the loss,if any,that exceeds the sum of: (1)The total amount that all such other insurance would pay for the loss in the absence of this insurance;and (2)The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss,if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c.Method Of Sharing If all the other insurance permits contribution by equal shares,we will follow this method also.Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares,we will contribute by limits.Under this method,each insurer’s share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8.Transfer Of Rights Of Recovery Against Others To Us a.Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment,including Supplementary Payments,we have made under this Coverage Part,those rights are transferred to us.The insured must do nothing after loss to impair them.At our request,the insured will bring "suit"or transfer those rights to us and help us enforce them.This condition does not apply to Medical Expenses Coverage. b.Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments,we have made under this Coverage Part,we also waive that right,provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F.OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply.When any of these Optional Additional Insured Coverages apply, Paragraph 6.(Additional Insureds When Required by Written Contract,Written Agreement or Permit) of Section C.,Who Is An Insured,does not apply to the person or organization shown in the Declarations.These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy,except as provided below: 1.Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations,but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoing operations;or b.In connection with your premises owned by or rented to you. 2.Additional Insured -Managers Or Lessors Of Premises a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Designated Person Or Organization;but only with respect to liability arising out of the ownership,maintenance or use of that part of the premises leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"which takes place after you cease to be a tenant in that premises;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 3.Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured - Grantor Of Franchise,but only with respect to their liability as grantor of franchise to you. 4.Additional Insured -Lessor Of Leased Equipment a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Lessor of Leased Equipment, but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your maintenance,operation or use of equipment leased to you by such person(s)or organization(s). b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to any "occurrence"which takes place after you cease to lease that equipment. 5.Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owners Or Other Interests From Whom Land Has Been Leased,but only with respect to liability arising out of the ownership,maintenance or use of that part of the land leased to you and shown in the Declarations. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence"that takes place after you cease to lease that land;or (2)Structural alterations,new construction or demolition operations performed by or on behalf of such person or organization. 6.Additional Insured -State Or Political Subdivision –Permits a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured –State Or Political Subdivision - Permits,but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury","property damage"or "personal and advertising injury" arising out of operations performed for the state or municipality;or (2)"Bodily injury"or "property damage" included in the "product-completed operations"hazard. 7.Additional Insured –Vendors a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) (referred to below as vendor)shown in the Declarations as an Additional Insured - Vendor,but only with respect to "bodily injury"or "property damage"arising out of "your products"which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.The insurance afforded to the vendor is subject to the following additional exclusions: (1)This insurance does not apply to: (a)"Bodily injury"or "property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging,unless unpacked solely for the purpose of inspection, demonstration,testing,or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products; (f)Demonstration,installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which,after distribution or sale by you,have been labeled or relabeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or (h)"Bodily injury"or "property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.However,this exclusion does not apply to: (i)The exceptions contained in Subparagraphs (d)or (f);or (ii)Such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business,in connection with the distribution or sale of the products. (2)This insurance does not apply to any insured person or organization from whom you have acquired such products,or any ingredient,part or container,entering into, accompanying or containing such products. 8.Additional Insured –Controlling Interest WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s)shown in the Declarations as an Additional Insured – Controlling Interest,but only with respect to their liability arising out of: a.Their financial control of you;or b.Premises they own,maintain or control while you lease or occupy these premises. BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations,new construction and demolition operations performed by or for that person or organization. 9.Additional Insured –Owners,Lessees Or Contractors –Scheduled Person Or Organization a.WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or organization(s) shown in the Declarations as an Additional Insured –Owner,Lessees Or Contractors, but only with respect to liability for "bodily injury","property damage"or "personal and advertising injury"caused,in whole or in part,by your acts or omissions or the acts or omissions of those acting on your behalf: (1)In the performance of your ongoing operations for the additional insured(s);or (2)In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard",but only if this Coverage Part provides coverage for "bodily injury"or "property damage"included within the "products-completed operations hazard". b.With respect to the insurance afforded to these additional insureds,this insurance does not apply to "bodily injury","property damage"or "personal an advertising injury"arising out of the rendering of,or the failure to render,any professional architectural,engineering or surveying services,including: (1)The preparing,approving,or failure to prepare or approve,maps,shop drawings,opinions,reports,surveys, field orders,change orders,designs or drawings and specifications;or (2)Supervisory,inspection,architectural or engineering activities. 10.Additional Insured –Co-Owner Of Insured Premises WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s)or Organization(s)shown in the Declarations as an Additional Insured –Co- Owner Of Insured Premises,but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D.–Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E.– Liability And Medical Expenses General Conditions. G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1."Advertisement"means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a.(1)Radio; (2)Television; (3)Billboard; (4)Magazine; (5)Newspaper; b.The Internet,but only that part of a web site that is about goods,products or services for the purposes of inducing the sale of goods,products or services;or c.Any other publication that is given widespread public distribution. However,"advertisement"does not include: a.The design,printed material,information or images contained in,on or upon the packaging or labeling of any goods or products;or b.An interactive conversation between or among persons through a computer network. 2."Advertising idea"means any idea for an "advertisement". 3."Asbestos hazard"means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4."Auto"means a land motor vehicle,trailer or semi-trailer designed for travel on public roads,including any attached machinery or equipment.But "auto"does not include "mobile equipment". 5."Bodily injury"means physical: a.Injury; b.Sickness;or c.Disease sustained by a person and,if arising out of the above,mental anguish or death at any time. 6."Coverage territory"means: BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a.The United States of America (including its territories and possessions),Puerto Rico and Canada; b.International waters or airspace,but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c.All other parts of the world if the injury or damage arises out of: (1)Goods or products made or sold by you in the territory described in a.above; (2)The activities of a person whose home is in the territory described in a. above,but is away for a short time on your business;or (3)"Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions),Puerto Rico or Canada,in a "suit"on the merits according to the substantive law in such territory,or in a settlement we agree to. 7."Electronic data"means information,facts or programs: a.Stored as or on; b.Created or used on;or c.Transmitted to or from computer software,including systems and applications software,hard or floppy disks, CD-ROMS,tapes,drives,cells,data processing devices or any other media which are used with electronically controlled equipment. 8."Employee"includes a "leased worker". "Employee"does not include a "temporary worker". 9."Executive officer"means a person holding any of the officer positions created by your charter,constitution,by-laws or any other similar governing document. 10."Hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. 11."Impaired property"means tangible property, other than "your product"or "your work",that cannot be used or is less useful because: a.It incorporates "your product"or "your work" that is known or thought to be defective, deficient,inadequate or dangerous;or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair,replacement,adjustment or removal of "your product"or "your work"; or b.Your fulfilling the terms of the contract or agreement. 12."Insured contract"means: a.A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to p remises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D.–Liability and Medical Expenses Limits of Insurance. b.A sidetrack agreement; c.Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d.Any obligation,as required by ordinance, to indemnify a municipality,except in connection with work for a municipality; e.An elevator maintenance agreement;or f.That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality)under which you assume the tort liability of another party to pay for "bodily injury"or "property damage"to a third person or organization, provided the "bodily injury"or "property damage"is caused,in whole or in part,by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f.includes that part of any contract or agreement that indemnifies a railroad for "bodily injury"or "property damage"arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle,tracks,road-beds,tunnel, underpass or crossing. However,Paragraph f.does not include that part of any contract or agreement: BUSINESS LIABILITY COVERAGE FORM Page 22 of 24 Form SS 00 08 04 05 (1)That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a)Preparing,approving or failing to prepare or approve maps,shop drawings,opinions,reports, surveys,field orders,change orders,designs or drawings and specifications;or (b)Giving directions or instructions, or failing to give them,if that is the primary cause of the injury or damage;or (2)Under which the insured,if an architect,engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services,including those lis ted in (1)above and supervisory, inspection,architectural or engineering activities. 13."Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm,to perform duties related to the conduct of your business."Leased worker"does not include a "temporary worker". 14."Loading or unloading"means the handling of property: a.After it is moved from the place where it is accepted for movement into or onto an aircraft,watercraft or "auto"; b.While it is in or on an aircraft,watercraft or "auto";or c.While it is being moved from an aircraft, watercraft or "auto"to the place where it is finally delivered; but "loading or unloading"does not include the movement of property by means of a mechanical device,other than a hand truck,that is not attached to the aircraft,watercraft or "auto". 15."Mobile equipment"means any of the following types of land vehicles,including any attached machinery or equipment: a.Bulldozers,farm machinery,forklifts and other vehicles designed for use principally off public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles,whether self-propelled or not,on which are permanently mounted: (1)Power cranes,shovels,loaders, diggers or drills;or (2)Road construction or resurfacing equipment such as graders,scrapers or rollers; e.Vehicles not described in a.,b.,c.,or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1)Air compressors,pumps and generators,including spraying, welding,building cleaning, geophysical exploration,lighting and well servicing equipment;or (2)Cherry pickers and similar devices used to raise or lower workers; f.Vehicles not described in a.,b.,c.,or d. above maintained primarily for purposes other than the transportation of persons or cargo. However,self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment"but will be considered "autos": (1)Equipment,of at least 1,000 pounds gross vehicle weight,designed primarily for: (a)Snow removal; (b)Road maintenance,but not construction or resurfacing;or (c)Street cleaning; (2)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers;and (3)Air compressors,pumps and generators,including spraying, welding,building cleaning, geophysical exploration,lighting and well servicing equipment. 16."Occurrence"means an accident,including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury"means injury, including consequential "bodily injury",arising out of one or more of the following offenses: a.False arrest,detention or imprisonment; b.Malicious prosecution; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d.Oral,written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods,products or services; e.Oral,written or electronic publication of material that violates a person's right of privacy; f.Copying,in your "advertisement",a person’s or organization’s "advertising idea"or style of "advertisement"; g.Infringement of copyright,slogan,or title of any literary or artistic work,in your "advertisement";or h.Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18."Pollutants"means any solid,liquid,gaseous or thermal irritant or contaminant,including smoke, vapor,soot,fumes,acids,alkalis,chemicals and waste.Waste includes materials to be recycled, reconditioned or reclaimed. 19."Products-completed operations hazard"; a.Includes all "bodily injury"and "property damage"occurring away from premises you own or rent and arising out of "your product"or "your work"except: (1)Products that are still in your physical possession;or (2)Work that has not yet been completed or abandoned.However,"your work" will be deemed to be completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service,maintenance, correction,repair or replacement,but which is otherwise complete,will be treated as completed. The "bodily injury"or "property damage" must occur away from premises you own or rent,unless your business includes the selling,handling or distribution of "your product"for consumption on premises you own or rent. b.Does not include "bodily injury"or "property damage"arising out of: (1)The transportation of property,unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you,and that condition was created by the "loading or unloading"of that vehicle by any insured;or (2)The existence of tools,uninstalled equipment or abandoned or unused materials. 20."Property damage"means: a.Physical injury to tangible property, including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or b.Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of "occurrence"that caused it. As used in this definition,"electronic data"is not tangible property. 21."Suit"means a civil proceeding in which damages because of "bodily injury","property damage"or "personal and advertising injury" to which this insurance applies are alleged. "Suit"includes: a.An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b.Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22."Temporary worker"means a person who is furnished to you to substitute for a permanent "employee"on leave or to meet seasonal or short-term workload conditions. 23."Volunteer worker"means a person who: a.Is not your "employee"; BUSINESS LIABILITY COVERAGE FORM Page 24 of 24 Form SS 00 08 04 05 b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you;and d.Is not paid a fee,salary or other compensation by you or anyone else for their work performed for you. 24."Your product": a.Means: (1)Any goods or products,other than real property,manufactured,sold,handled, distributed or disposed of by: (a)You; (b)Others trading under your name; or (c)A person or organization whose business or assets you have acquired;and (2)Containers (other than vehicles), materials,parts or equipment 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 (2)The providing of or failure to provide warnings or instructions. c.Does not include vending machines or other property rented to or located for the use of others but not sold. 25."Your work": a.Means: (1)Work or operations performed by you or on your behalf;and (2)Materials,parts or equipment furnished in connection with such work or operations. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality,durability,performance or use of "your work";and (2)The providing of or failure to provide warnings or instructions. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 00 60 09 15 Page 1 of 2 Page 2 of 2 Form SS 00 60 09 15 (2)The spouse,child,parent,brother or sister of that person as a consequence of "personal and advertising injury"to that person at whom any "employment-related practices"are directed. This exclusion applies: (a)Whether the injury-causing event described in the definition of "employment-related practices" occurs before employment,during employment or after employment of that person; (b)Whether the insured may be liable as an employer or in any other capacity; and (c)To any obligation to share damages with or repay someone else who must pay damages because of the injury. C.Subparagraph 1.q."Electronic Data"of Section B. Exclusions is deleted and replaced with the following: q.Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability (1)Damages,other than damages because of "personal and advertising injury", arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents,trade secrets, processing methods,customer lists, financial information,credit card information,health information or any other type of nonpublic information;or (2)Damages arising out of the loss of,loss of use of,damage to,corruption of,inability to access,or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs,credit monitoring expenses,forensic expenses,public relations expenses or any other loss,cost or expense incurred by you or others arising out of that which is described in Paragraph (1)or (2)above. However,unless Paragraph (1)above applies,this exclusion does not apply to damages because of "bodily injury". As used in this exclusion,electronic data means information,facts or computer programs stored as or on,created or used on,or transmitted to or from computer software (including systems and applications software),on hard or floppy disks, CD-ROMs,tapes,drives,cells,data processing devices or any other repositories of computer software which are used with electronically controlled equipment.The term computer programs,referred to in the foregoing description of electronic data,means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it,which enable the computer or device to receive,process,store,retrieve or send data. D.Sub-subparagraph 7.b.(1)Other Insurance of Section E.Liability and Medical Expenses General Conditions is deleted and replaced with the following: b.Excess Insurance (1)Your Work That is Fire,Extended Coverage,Builder's Risk,Installation Risk,Owner Controlled Insurance Program or OCIP,W rap Up Insurance or similar coverage for "your work". E.Subparagraph 17.c."Personal and Advertising Injury"of Section G,Liability and Medical Expenses Definitions is deleted and replaced with the following: "Personal and advertising injury"means injury, including consequential "bodily injury",arising out of one or more of the following offenses: c.The wrongful eviction from,wrongful entry into,or invasion of the right of private occupancy of a room,dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; F.Subparagraph 17.h.of Section G,Liability and Medical Expenses Definitions deleted. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 00 64 09 16 Page 1 of 1 ©2016,The Hartford b.We will mail or deliver advance written notice of cancellation,stating the reason for cancellation,to the first Named Insured, at the mailing address shown in the policy, and to the producer of record,at least: (1)10 days before the effective date of cancellation if we cancel for nonpayment of premium or discovery of fraud,or (2)30 days before the effective date of cancellation if we cancel for any other reason listed in paragraph 3.a. B.The following provision is added to the Cancellation Common Policy Condition: 7.Residential Property This provision applies to coverage on real property which is used predominantly for residential purposes and consisting of not more than four dwelling units,and to coverage on tenants'household personal property in a residential unit,if such coverage is written under this policy: a.If such coverage has been in effect for 60 days or less,and is not a renewal of coverage we previously issued,we may cancel this coverage for any reason,except as provided in b.and c. below. b.We may not cancel solely because the first Named Insured has: (1)Accepted an offer of earthquake coverage;or (2)Cancelled or did not renew a policy issued by the California Earthquake Authority (CEA)that included and earthquake policy premium surcharge. However,we shall cancel this policy if the first Named Insured has accepted a new or renewal policy issued by the CEA that includes an earthquake policy premium surcharge but fails to pay the earthquake policy premium surcharge authorized by the CEA. c.We may not cancel such coverage solely because corrosive soil conditions exist on the premises.This restriction (c.)applies only if coverage under the Special Property Coverage Form,which excludes loss or damage caused by or resulting from corrosive soil conditions. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter,as determined by California Law,we may not cancel this policy for one year,beginning from the date the state of emergency is declared,solely because the dwelling or other structure is located in an area in which a wild fire has occurred. However,we may cancel: a.When you have not paid the premium,at any time by letting you know at least 10 days before the date cancellation takes effect; b.If willful or grossly negligent acts or omissions by the named insured,or his or her representatives,are discovered that materially increase any of the risks insured against;or c.If there are physical changes in the property insured against, beyond the catastrophe-damaged condition of the structures and surface landscape,which result in the property becoming uninsur- able. C.The following is added and supersedes any provisions to the contrary: NONRENEWAL 1.Subject to the provisions of paragraphs C.2. and C.3.below,if we elect not to renew this policy,we will mail or deliver written notice stating the reason for nonrenewal to the first Named Insured shown in the Declarations and to the producer of record,at least 60 days but not more than 120 days,before the expiration or anniversary date. We will mail or deliver our notice to the first Named Insured,and to the producer of record, at the mailing address shown in the policy. 2.Residential Property This provision applies to coverage on real property used predominantly for residential purposes and consisting of not more than four dwelling units,and to coverage on tenants' household property contained in a residential unit,if such coverage is written under this policy. a.We may elect not to renew such coverage for any reason,except as provided in b.,c. and d.below: b.We will not refuse to renew such coverage solely because the first Named Insured has accepted an offer of earthquake coverage. However,the following applies only to insurers who are associated participating insurers as established by Cal.Ins.Code Section 10089.16.We may elect not to renew such coverage after the first Named Insured has accepted an offer of earthquake coverage,if one or more of the following reasons applies: Page 2 of 5 Form SS 01 21 02 20 (1)The nonrenewal is based on sound underwriting principles that relate to the coverages provided by this policy and that are consistent with the approved rating plan and related documents filed with the Department of Insurance as required by existing law; (2)The Commissioner of Insurance finds that the exposure to potential losses will threaten our solvency or place us in a hazardous condition.A hazardous condition in which we make claims payments for losses resulting from an earthquake that occurred within the preceding two years and that required a reduction in policyholder surplus of at least 25% for payment of those claims;or (3)We have: (a)Lost or experienced a substantial reduction in the availability or scope of reinsurance coverage;or (b)Experienced a substantial increase in the premium charged for reinsurance coverage of our residential property insurance policies;and the Commissioner has approved a plan for the nonrenewals that is fair and equitable,and that is responsive to the changes in our reinsurance position. c.We will not refuse to renew such coverage solely because the first Named Insured has cancelled or did not renew a policy,issued by the California Earthquake Authority that included an earthquake policy premium surcharge. d.We will not refuse to renew such coverage solely because corrosive soil conditions exist on the premises.This restriction (d)applies only if coverage is subject to the Special Property Coverage Form,which excludes loss or damage caused by or resulting from corrosive soil conditions. If a state of emergency under California Law is declared and the residential property is located in any ZIP Code within or adjacent to the fire perimeter,as determined by California Law,we may not nonrenew this policy for one year,beginning from the date the state of emergency is declared,solely because the dwelling or other structure is located in an area in which a wildfire has occurred. However,we may nonrenew: (1)If willful or grossly negligent acts or omissions by the named insured,or his or her representatives,are discovered that materially increase any of the risk insured against. (2)If losses unrelated to the post disaster loss condition of the property have occurred that would collectively render the risk ineligible for renewal; or (3)If there are physical changes in the property insured against,beyond the catastrophe-damaged condition of the structures and surface landscape, which result in the property becoming uninsurable. 3.We are not required to send notice of nonrenewal in the following situations: a.If the transfer or renewal of a policy, without any changes in terms,conditions, or rates,is between us and a member of our insurance group. b.If the policy has been extended for 90 days or less,provided that notice has been given in accordance with paragraph C.1. c.If you have obtained replacement coverage,or if the first Named Insured has agreed,in writing,within 60 days of the termination of the policy,to obtain that coverage. d.If the policy is for a period of no more than 60 days and you are notified at the time of issuance that it will not be renewed. e.If the first Named Insured requests a change in the terms or conditions or risks covered by the policy within 60 days of the end of the policy period. f.If we have made a written offer to the first Named Insured,in accordance with the time frames shown in paragraph C.1.,to renew the policy under changed terms or conditions or at an increased premium rate,when the increase exceeds 25%. If there is an appraisal,we will still retain our right to deny the claim. Form SS 01 21 02 20 Page 3 of 5 D.The Concealment,Misrepresentation Or Fraud Condition is replaced by the following with respect to loss of damage caused by fire: We do not provide coverage to the insured who, whether before or after a loss,has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: 1.This Coverage Part; 2.The Covered Property; 3.That insured's interest in the Covered Property;or 4.A claim under this Coverage Part or Coverage Form. E.The Concealment,Misrepresentation Or Fraud Condition is replaced by the following with respect to loss of damage caused by a Covered Cause of Loss other than fire: This Coverage Part is void if any insured,whether before or after a loss,has committed fraud or intentionally concealed or misrepresented any material fact or circumstance concerning: 1.This Coverage Part; 2.The Covered Property; 3.That insured's interest in the Covered Property;or 4.A claim under this Coverage Part or Coverage Form. F.The Other Insurance -Property Coverage Condition is replaced by the following: If there is other insurance covering the same loss or damage,we will pay our share of the covered loss or damage.Our share is the proportion that the applicable limit of insurance bears to the limits of insurance of all insurance covering on same basis. G.Paragraph E.2.,Appraisal of the Standard and Special Property Form is deleted and replaced by the following: 2.If we and you disagree on the value of the property or the amount of loss,either may make written request for an appraisal of the loss.If the request is accepted,each party will select a competent and impartial appraiser. Each party shall notify the other of the appraiser selected within 20 days of the request.The two appraisers will select an umpire.If they cannot agree within 15 days, either may request that selection be made by a judge of a court having jurisdiction.The appraisers will state separately the value of the property and amount of loss.If they fail to agree,they will submit their differences to the umpire.A decision agreed to by any two will be binding.Each party will: a.Pay its chosen appraiser;and b.Bear the other expenses of the appraisal and umpire equally. If there is an appraisal,we will still retain our right to deny the claim. H.With respect to an "Open Policy",the Loss Payment Condition of the Standard and Special Property Form is amended by the following: 1.The following changes are made to Section E. PROPERTY LOSS CONDITIONS: a.Paragraph 5.d.(1)(b)of the Loss Payment condition is deleted and replaced by: (b)We will not pay on a replacement cost basis for any loss or damage until the lost or damaged property is actually repaired or replaced,and then only subject to deduction for depreciation.Prior to such repair or replacement, and in accordance with the terms applicable in this Paragraph 5., Loss Payment,we will pay the actual cash value of the lost or damaged property as described in Paragraph 2.below.If the actual cash value does not exhaust the applicable Limit of Insurance,we will then pay the difference between the actual cash value and the replacement cost, provided that the repair or replacement is completed: (i)Within 12 months after our payment of the actual cash value;or (ii)Within 36 months after our payment of the actual cash value if the loss or damage relates to a state of emergency under California Law. The following provision applies to real property which is used predominantly for residential purposes and consisting of not more than four dwelling units,and to coverage on tenants' household personal property in a residential unit. If you,acting in good faith and with reasonable diligence, encounter a delay or delays in approval for,or reconstruction of, the residence that are beyond your control,we shall provide one or more additional extensions of six months for good cause. Circumstances beyond your control include,but are not limited to: (i)Unavoidable construction permit delays; (ii)The lack of necessary construction materials;or Page 4 of 5 Form SS 01 21 02 20 (iii)The unavailability of contractors to perform the necessary work. The foregoing provisions do not constitute a waiver of our right to deny the claim for any valid reason or to restrict payment in cases of suspected fraud. 2.The following provision is added: Provision Applicable to California Actual cash value is determined as follows: a.In the event of a partial or total loss to a building or structure,actual cash value is calculated as shown below,whichever is less: (1)The amount it would cost to repair, rebuild or replace the property less a fair and reasonable deduction for physical depreciation of the components of the building or structure that are normally subject to repair or replacement during its useful life.Physical depreciation is based upon the condition of the property at the time of the loss;or (2)The limit of Insurance applicable to the property. b.In the event of a partial or total loss to Covered Property other than a building or structure,actual cash value is calculated as the lesser of the following: (1)The amount it would cost to repair or replace the property less a fair and reasonable deduction for physical depreciation,based on the condition of the property at the time of loss;or (2)The Limit of Insurance applicable to the property. I.With respect to this endorsement,the following definition is added to Section G.PROPERTY DEFINITIONS : "Open Policy"means a policy under which the value of Covered Property is not fixed at policy inception,but is determined at the time of loss in accordance with policy provisions on valuation.The term "open policy"does not apply to Covered Property that is subject to an Agreed Value clause or similar clause that establishes an agreed value prior to loss, unless such clause has expired. Form SS 01 21 02 20 Page 5 of 5 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 04 38 09 09 Page 1 of 3 ©2009,The Hartford (Includes copyrighted material of ISO Properties,Inc.,with its permission) Page 2 of 3 Form SS 04 38 09 09 (2)The discharge,dispersal,seepage, migration,release or escape of the "pollutants"is caused directly by such upset,overturn or damage as a result of the maintenance or use of a covered "auto". 4.With respect to this coverage,the following additional exclusions apply: a.Fellow employee Coverage does not apply to "bodily injury"to any fellow "employee"of the "insured" arising out of the operation of an "auto" owned by the "insured"in the course of the fellow "employee’s"employment. b.Care,custody or control Coverage does not apply to "property damage"involving property owned or transported by the "insured"or in the "insured’s"care,custody or control. C.With respect to "hired auto"and "non-owned auto" coverage,Paragraph C.WHO IS AN INSURED is deleted and replaced by the following: The following are "insureds": a.You. b.Your "emplo yee"while using with your permission: (1)An "auto"you hire or borrow;or (2)An "auto"you don’t own,hire or borrow in your business or personal affairs;or (3)An "auto"hired or rented by yo ur "employee"on your behalf and at yo ur direction. c.Anyone else while using a "hired auto"or "non- owned auto"with your permission except: (1)The owner or anyone else from whom you hire or borrow an "auto". (2)Someone using an auto while he or she is working in a business of selling,servicing, repairing,parking or storing "autos"unless that business is yours. (3)Anyone other than your "employees", partners (if you are a partnership),members (if you are a limited liability company),or a lessee or borrower or any of their "employees",while moving property to or from an "auto". (4)A partner (if you are a partnership),or a member (if you are a limited liability company)for an "auto"owned by him or her or a member of his or her household. d.Anyone liable for the conduct of an "insured" described above but only to the extent of that liability. D.With respect to the operation of a "hired auto"and "non-owned auto",the following additional conditions apply: 1.OTHER INSURANCE a.Except for any liability assumed under an "insured contract"the insurance provided by this Coverage Form is excess over any other collectible insurance. However,if your business is the selling, servicing,repairing,parking or storage of "autos",the insurance provided by this endorsement is primary when covered "bodily injury"or "property damage"arises out of the operation of a customer’s "auto " by you or your "employee". b.When this Coverage Form and any other Coverage Form or policy covers on the same basis,either excess or primary,we will pay only our share.Our share is the proportion that the Limit of Insurance of our Coverage Form bears to the total of the limits of all the Coverage Forms and policies covering on the same basis. 2.TWO OR MORE COVERAGE FORMS OR POLICIES ISSUED BY US If the Coverage Form and any other Coverage Form or policy issued to you by us or any company affiliated with us apply to the same "accident",the aggregate maximum Limit of Insurance under all the Coverage Forms or policies shall not exceed the highest applicable Limit of Insurance under any one Coverage Form or policy.This condition does not apply to any Coverage Form or policy issued by us or an affiliated company specifically to apply as excess insurance over this Coverage Form. E.The following definitions are added: G.LIABILITY AND MEDICAL EXPENSES DEFINITIONS: 1."Hired auto"means any "auto"you lease, hire,rent or borrow.This does not include any auto you lease,hire,rent or borrow from any of your "employees",your partners (if you are a partnership),members (if you are a limited liability company), Form SS 04 38 09 09 Page 3 of 3 or your "executive officers"or members of their households. This does not include a long-term leased "auto"that you insure as an owned "auto" under any other auto liability insurance policy or a temporary substitute for an "auto"you own that is out of service because of its breakdown,repair,servicing or destruction. 2."Non-owned auto "means any "auto"you do not own,lease,hire,rent or borrow which is used in connection with your business.This includes: a."Autos"owned by your "employees"your partners (if you are a partnership), members (if you are a limited liability company),or your "executive officers", or members of their households,but only while used in your business or your personal affairs. b.Customer’s "auto"that is in your care, custody or control for service. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 40 26 03 17 Page 1 of 1 ©2017,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 41 63 06 11 Page 1 of 1 ©2011,The Hartford (Includes copyrighted material of Insurance Services Office,Inc.with its permission.) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SS 05 47 09 15 Page 1 of 2 ©2015,The Hartford Page 2 of 2 Form SS 05 47 09 15 (3)Any equipment or device used for the processing,fabricating or alloying of "special nuclear material"if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (4)Any structure,basin,excavation,premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations. e."Nuclear material"means "byproduct material", "source material"or "special nuclear material". f."Nuclear reactor"means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material. g.Injury or damage and "property damage"include all forms of radioactive contamination of property. h."Spent fuel"means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a "nuclear reactor". i."Technology services"means: 1.the following services performed for others: a.Consulting,analysis,design,installation, training,maintenance,support and repair of or on:software,wireless applications,firmware,shareware, networks,systems,hardware,devices or components; b.Integration of systems; c.Processing of,management of,mining or warehousing of data; d.Administration,management,operation or hosting of:another party's systems, technology or computer facilities; e.W ebsite development;website hosting; f.Internet access services;intranet, extranet or electronic information connectivity services;software application connectivity services; g.Manufacture,sale,licensing, distribution,or marketing of:software, wireless applications,firmware, shareware,networks,systems, hardware,devices or components; h.Design and development of:code, software or programming; i.Providing software application: services,rental or leasing; j.Screening,selection,recruitmen t or placement of candidates for temporary or permanent employment by others as information technology professionals; k."Telecommunication services";and l."Telecommunication products". 2.web-related software and connectivity services performed for others;and 3.activities on the "named insured's" "computer system and network". THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 80 02 04 05 Page 1 of 14 ©2005,The Hartford UMBRELLA LIABILITY PROVISIONS Page 2 of 14 Form SX 80 02 04 05 a.To pay for the cost of investigation,defense or settlement of any claim or suit against any "insured"alleging actual or threatened injury or damage of any nature or kind to persons or property which arises out of or would not have occurred but for the pollution hazard;or b.To pay any "damages",judgments, settlements,loss,costs or expenses that may be awarded or incurred: (1)By reason of any such claim or suit or any such injury or damage;or (2)In complying with any action authorized by law and relating to such injury or damage. As used in this exclusion,pollution hazard means an actual exposure or threat of exposure to the corrosive,toxic or other harmful properties of any solid,liquid,gaseous or thermal: a.Pollutants; b.Contaminants; c.Irritants;or d.Toxic substances; Including: Smoke; Vapors; Soot; Fumes; Acids; Alkalis; Chemicals,and Waste materials consisting of or containing any of the foregoing.Waste includes materials to be recycled,reconditioned or reclaimed. EXCEPTION This exclusion does not apply: a.To "bodily injury"to any of your "employees" arising out of and in the course of their employment by you;or b.To injury or damage as to which valid and collectible "underlying insurance"with at least the minimum limits shown in the Extension Schedule of Underlying Insurance Policies is in force and applicable to the "occurrence".In such event,any coverage afforded by this policy for the "occurrence"will be subject to the pollution exclusions of the "underlying insurance"and to the conditions,limits and other provisions of this policy.In the event that "underlying insurance"is not maintained with limits of liability as set forth in the Extension Schedule of Underlying Insurance Policies,coverage under any of the provisions of this exception does not apply. Exception b.does not apply to: "Bodily injury"or "property damage"arising out of the actual,alleged or threatened discharge, dispersal,seepage,migration,release or escape of "pollutants": (1)That are,or that are contained in any property that is: (a)Being transported or towed by,or handled for movement into,onto or from,any "auto"; (b)Otherwise in the course of transit by or on behalf of the "insured";or (c)Being stored,disposed of,treated or processed in or upon any "auto"; (2)Before the "pollutants"or any property in which the "pollutants"are contained are moved from the place where they are accepted by the "insured"for movement into or onto any "auto";or (3)After the "pollutants"or any property in which the "pollutants"are contained are moved from any "auto"to the place where they are finally delivered,disposed of or abandoned by the "insured". Paragraph (1)above does not apply to fuels, lubricants,fluids,exhaust gases or other similar "pollutants"that are needed for or result from the normal electrical,hydraulic or mechanical functioning of an "auto",covered by the "underlying insurance"or its parts,if: (a)The "pollutants"escape,seep,migrate,or are discharged or released directly from an "auto"part designed by its manufacturer to hold,store,receive or dispose of such "pollutants";and (b)The "bodily injury","property damage"or "covered pollution cost or expense"does not arise out of the operation of any equipment listed in Paragraphs f.(2)or f.(3).of the definition of "mobile equipment"in the Business Liability Coverage Form. Paragraphs (2)and (3)above do not apply to "accidents"that occur away from premises owned by or rented to an "insured"with respect to "pollutants"not in or upon an "auto"covered by the "underlying insurance"if: (a)The "pollutants"or any property in which the "pollutants"are contained are upset, overturned or damaged as a result of the maintenance or use of the "auto";and UMBRELLA LIABILITY PROVISIONS Form SX 80 02 04 05 Page 3 of 14 (b)The discharge,dispersal,seepage, migration,release or escape of the "pollutants"is caused directly by such upset,overturn or damage. 2.Workers'Compensation and Similar Laws Any obligation of the "insured"under a workers'compensation,disability benefits or unemployment compensation law or any similar law. 3.Contractual Liability Liability assumed by the "insured"under any contract or agreement with respect to an "occurrence"taking place before the contract or agreement is executed. 4.Personal and Advertising Injury "Personal and advertising injury". EXCEPTION This exclusion does not apply if "underlying insurance"is applicable to "personal and advertising injury"and to claims arising out of that "personal and advertising injury". 5.Underlying Insurance Any injury or damage: a.Covered by "underlying insurance"but for any defense which any underlying insurer may assert because of the "insured's"failure to comply with any condition of its policy;or b.For which "damages"would have been payable by "underlying insurance"but for the actual or alleged insolvency or financial impairment of an underlying insurer. 6.Aircraft "Bodily injury"or "property damage"arising out of the ownership,operation,maintenance,use, entrustment to others,"loading or unloading"of any aircraft: a.Owned by any "insured";or b.Chartered or loaned to any "insured". This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by an "insured",if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership, maintenance,use or entrustment to others of any aircraft that is owned or operated by or rented or loaned to any "insured". This exclusion does not apply to aircraft that is: a.Hired,chartered or loaned with a paid crew; but b.Not owned by any "insured". This exclusion does not apply to "bodily injury" to any of your "employees"arising out of and in the course of their employment by you. 7.Watercraft "Bodily injury"or "property damage"arising out of the ownership,operation,maintenance,use, entrustment to others,"loading or unloading"of any watercraft. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision,hiring,employment,training or monitoring of others by an "insured",if the "occurrence"which caused the "bodily injury"or "property damage"involved the ownership, maintenance,use or entrustment to others,of any watercraft that is owned or operated by or rented or loaned to,any "insured". This exclusion does not apply to: a.Watercraft you do not own that is: (1)Less than 51 feet long;and (2)Not being used to carry persons for a charge; b."Bodily injury"to any of your "employees" arising out of and in the course of their employment by you;or c.Any watercraft while ashore on premises owned by,rented to or controlled by you. 8.War Any injury or damage,however caused,arising, directly or indirectly,out of: a.War,including undeclared or civil war; b.Warlike action by a military force,including action in hindering or defending against an actual or expected attack by any government, sovereign or other authority using military personnel or other agents;or c.Insurrection,rebellion,revolution,usurped power,or action taken by governmental authority in hindering or defending against any of these. 9.Damage to Property "Property damage"to property you own. 10.Damage to Your Product "Property damage"to "your product"arising out of it or any part of it. UMBRELLA LIABILITY PROVISIONS Page 4 of 14 Form SX 80 02 04 05 11.Damage to Your Work "Property damage"to "your work"arising out of it or any part of it and included in the "products- completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. 12.Damage to Impaired Property or Property Not Physically Injured "Property damage"to "impaired property"or property that has not been physically injured arising out of: 1.A defect,deficiency,inadequacy or dangerous condition in "your product"or "your work";or 2.A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product"or "your work"after it has been put to its intended use. 13.Recall of Products,Work or Impaired Property "Damages"claimed for any loss,cost or expense incurred by you or others for the loss of use, withdrawal,recall,inspection,repair,replacement, adjustment,removal or disposal of: a."Your product"; b."Your work";or c."Impaired property"; if such product,work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect,deficiency,inadequacy or dangerous condition in it. 14.Expected or Intended "Bodily injury"or "property damage"expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage"resulting from the use of reasonable force to protect persons or property. 15.Employer Liability With respect to coverage afforded any of your "employees",to "bodily injury"or "personal and advertising injury": a.To other "employees"arising out of and in the course of their employment; b.To the spouse,child,parent,brother or sister of that "employee"as a consequence of such "bodily injury"to that "employee"; c.To you,or any of your partners or members (if you are a partnership or joint venture),or your members (if you are a limited liability company);or d.Arising out of the providing or failing to provide professional health care services. Subparagraphs a.and b.of this exclusion apply: (1)Whether the "insured"may be liable as an employer or in any other capacity;and (2)To any obligation to share "damages"with or repay someone else who must pay "damages"because of the injury. EXCEPTION Subparagraphs a.and b.of this exclusion do not apply if "underlying insurance"is maintained providing coverage for such liability with minimum underlying limits,as described in the Extension Schedule of Underlying Insurance Polices. 16.Property Damage to Employee’s Property With respect to coverage afforded any of your "employees",to "property damage"to property owned or occupied by or rented or loaned to: a.That "employee"; b.Any of your other "employees"; c.Any of your partners or members (i f you are a partnership or joint venture);or d.Any of your members (if you are a limited liability company); 17.Uninsured or Underinsured Motorists Any claim for: a.Uninsured or Underinsured Motorists Coverage; b.Personal injury protection; c.Property protection;or d.Any similar no-fault coverage by whatever name called; unless this policy is endorsed to provide such coverage. 18.Employment Practices Liability Any injury or damage to: 1.A person arising out of any: (a)Refusal to employ that person; (b)Termination of that person’s employment; or UMBRELLA LIABILITY PROVISIONS Form SX 80 02 04 05 Page 5 of 14 (c)Any employment-related practices, policies,acts or omissions,such as coercion,demotion,evaluation, reassignment,discipline,defamation, harassment,humiliation or discrimination directed at that person;or 2.The spouse,child,parent,brother or sister of that person,as a consequence of "bodily injury"or "personal and advertising injury"to that person at whom any of the employment-related practices described in paragraphs (a),(b),or (c)above is directed. This exclusion applies: i.Whether the "insured"may be liable as an employer or in any other capacity;and ii.To any obligation to share "damages"with or repay someone else who must pay "damages"because of the injury. 19.Employee Retirement Income Security Act Any liability arising out of intentional or unintentional violation of any provision of the Employee Retirement Income Security Act of 1974,Public Law 93-406 (commonly referred to as the Revision Act of 1974),or any amendments to them. 20.Asbestos Any injury,"damages",loss,cost or expense, including but not limited to "bodily injury", "property damage"or "personal and advertising injury"arising out of,or relating to,in whole or in part,the "asbestos hazard"that: a.May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard";or b.Arise out of any request,demand,order,or statutory or regulatory requirement that any "insured"or others test for,monitor,clean up,remove,encapsulate,contain,treat, detoxify or neutralize or in any way respond to or assess the effects of any "asbestos hazard";or c.Arise out of any claim or suit for "damages" because of testing for,monitoring,cleaning up,removing,encapsulating,containing, treating,detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". 21.Racing And Stunting Activities "Bodily injury"or "property damage"arising out of the ownership,operation,maintenance,use, entrustment to others,"loading or unloading"of an "auto"or "mobile equipment"while being used in any: a.Prearranged or organized racing,speed or demolition contest; b.Stunting activity;or c.Preparation for any such contest or activity. 22.Electronic Data "Damages"arising out of the loss of,loss of use of,damage to,corruption of,inability to access, or inability to manipulate "electronic data". 23.Limited Underlying Coverage Any injury,damage,loss,costs or expense, including but not limited to "bodily injury", "property damage"or "personal and advertising injury"for which: a.An "underlying insurance"policy or policies specifically provides coverage;but that b.Because of a provision within the "underlying insurance",such coverage is provided at a limit or limits of insurance that are less than the limit(s)for the "underlying insurance"policy or policies shown on the Extension Schedule of Underlying Insurance Policies. 24.Violation Of Statutes That Govern E-Mails, Fax,Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury","property damage",or "personal and advertising injury"arising directly or indirectly out of any action or omission that violates or is alleged to violate: a.The Telephone Consumer Protection Act (TCPA),including any amendment of or addition to such law; b.The CAN-SPAM Act of 2003,including any amendment of or addition to such law;or c.Any statute,ordinance or regulation,other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting,communicating or distribution of material or information. SECTION II -INVESTIGATION,DEFENSE, SETTLEMENT A.With respect to "bodily injury","property damage"or "personal and advertising injury"to which this insurance applies (whether or not the "self-insured retention"applies)and UMBRELLA LIABILITY PROVISIONS Page 6 of 14 Form SX 80 02 04 05 1.For which no coverage is provided under any "underlying insurance";or 2.For which the underlying limits of any "underlying insurance"policy have been exhausted solely by payments of "damages"because of "occurrences" during the "policy period"; We: 1.Will have the right and the duty to defend any "suit"against the "insured"seeking "damages" on account thereof,even if such "suit"is groundless,false or fraudulent;but our right and duty to defend end when we have used up the applicable limit of insurance in the payment of judgments or settlements under coverages afforded by this policy; 2.May make such investigation and settlement of any claim or "suit"as we deem expedient; 3.Will pay all expenses incurred by us,all costs taxed against the "insured"in any "suit" defended by us and all interest on the entire amount of any judgment therein which accrues after the entry of the judgment and before we have paid or tendered or deposited in court that part of the judgment which does not exceed the applicable limit of insurance; 4.Will pay all premiums on appeal bonds required in any such "suit",premiums on bonds to release attachments in any such "suit"for an amount not in excess of the applicable limit of insurance,and the cost of bail bonds required of the "insured" because of an accident or traffic law violation arising out of the operation of any vehicle to which this policy applies,but we will have no obligation to apply for or furnish any such bonds; 5.Will pay all reasonable expenses incurred by the "insured"at our request in assisting us in the investigation or defense of any claim or "suit", including actual loss of earnings not to exceed $500 per day per "insured"; and the amounts so incurred,except settlement of claims and "suits",are not subject to the "self- insured retention"and are payable in addition to any applicable limit of insurance. The "insured"agrees to reimburse us promptly for amounts paid in settlement of claims or "suits"to the extent that such amounts are within the "self-insured retention". B.You agree to arrange for the investigation,defense or settlement of any claim or "suit"in any country where we may be prevented by law from carrying out this agreement.We will pay defense expenses incurred with our written consent in connection with any such claim or "suit"in addition to any applicable limit of insurance.We will also promptly reimburse you for our proper share,but subject to the applicable limit of insurance,of any settlement above the "self-insured retention"made with our written consent. C.We will have the right to associate at our expense with the "insured"or any underlying insurer in the investigation,defense or settlement of any claim or "suit"which in our opinion may require payment hereunder.In no event,however,will we contribute to the cost and expenses incurred by any underlying insurer. SECTION III -WHO IS AN INSURED A.If you are doing business as: 1.An individual,you and your spouse are "insureds",but only with respect to the conduct of a business of which you are the sole owner. 2.A partnership or joint venture,you are an "insured".Your members,your partners,and their spouses are also "insureds",but only with respect to the conduct of your business. 3.A limited liability company,you are an "insured". Your members are also "insureds",but with only respect to the conduct of your business.Your managers are "insureds",but only with respect to their duties as your managers. 4.An organization other than a partnership,joint venture or limited liability company,you are an "insured".Your "executive officers"and directors are "insureds",but only with respect to their duties as your officers or directors.Your stockholders are also "insureds",but only with respect to their liability as stockholders. 5 A trust,you are an "insured".Your trustees are also "insureds",but only with respect to their duties as trustees. B.Each of the following is also an "insured": 1.Your "volunteer workers"only while performing duties related to the conduct of your business or your "employees"other than your "executive officers"(if you are an organization other than a partnership,joint venture or limited liability company)or your managers (if you are a limited liability company),but only for acts: a.Within the scope of their employment by you or while performing duties related to the conduct of your business;and b.Only if such "volunteer workers"or "employees"are "insureds"in the "underlying insurance"with limits of UMBRELLA LIABILITY PROVISIONS Form SX 80 02 04 05 Page 7 of 14 liability at least as high as set forth in the Extension Schedule of Underlying Insurance Policies,subject to all the limitations upon coverage and all other policy terms and conditions of such "underlying insurance"and this policy. 2.Any person or organization with whom you agreed,because of a written contract,written agreement or because of a permit issued by a state or political subdivision,to provide insurance such as is afforded under this policy, but only with respect to your operations,"your work"or facilities owned or used by you. This provision does not apply: a.Unless the written contract or written agreement has been executed,or the permit has been issued,prior to the "bodily injury," "property damage,"or "personal and advertising injury";and b.Unless the limits of liability specified in such written contract,written agreement or permit are greater than the limits of liability provided by the "underlying insurance". c.Beyond the period of time required by the written contract,written agreement or permit. 3.Any person or organization having proper temporary custody of your property if you die, but only: a.With respect to liability arising out of the maintenance or use of that property;and b.Until your legal representative has been appointed 4.Your legal representative if you die,but only with respect to his or her duties as such.That representative will have all your rights and duties under this policy. C.With respect to any "auto",any "insured"in the "underlying insurance"is an "insured"under this insurance policy,subject to all the limitations of such "underlying insurance". D.With respect to "mobile equipment"registered in your name under any motor vehicle registration law,any person is an "insured"while driving such equipment along a public highway with your permission.Any other person or organization responsible for the conduct of such person is also an "insured",but only with respect to liability arising out of the operation of the equipment,and only if no other insurance of any kind is available to that person or organization for this liability.However,no person or organization is an "insured"with respect to: 1."Bodily injury"to a co-"employee"of the person driving the equipment;or 2."Property damage"to property owned by,rented to,in the charge of or occupied by you or the employer of any person who is an "insured" under this provision. E.Any organization you newly acquire or form,other than a partnership,joint venture or limited liability company,and over which you maintain financial interest of more than 50%of the voting stock,will qualify as an "insured"if there is no other similar insurance available to that organization. However: 1.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the "policy period", whichever is earlier; 2.This insurance does not apply to "bodily injury" or "property damage"that occurred before you acquired or formed the organization;and 3.This insurance does not apply to "personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. F.Each person or organization,not included as an "insured"in Paragraphs A.,B.,C.,D.,or E.,who is an "insured"in the "underlying insurance"is an "insured"under this insurance subject to all the terms,conditions and limitations of such "underlying insurance". No person or organization is an "insured"with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. With respect to any person or organization who is not an "insured"under "underlying insurance", coverage under this policy shall apply only to loss in excess of the amount of the "underlying insurance" or "self-insured retention"applicable to you. However,coverage afforded by reason of the provisions set forth above applies only to the extent: (i)Of the scope of coverage provided by the "underlying insurance"but in no event shall coverage be broader than the scope of coverage provided by this policy and any endorsements attached hereto;and (ii)That such coverage provided by the "underlying insurance"is maintained having limits as set forth in the Extension Schedule of Underlying Insurance Policies. UMBRELLA LIABILITY PROVISIONS Page 8 of 14 Form SX 80 02 04 05 SECTION IV -LIMITS OF INSURANCE A.The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: 1."Insureds"; 2.Claims made or "suits"brought; 3.Persons or organizations making claims or bringing "suits";or 4.Coverages under which "damages"are covered under this policy. B.The Limit of Insurance stated as the General Aggregate Limit is the most we will pay for the sum of "damages",other than "damages": 1.Because of injury or damage included within the "products-completed operations hazard"; 2.Because of "bodily injury"by disease to your "employees"arising out of and in the course of their employment by you;and 3.Because of "bodily injury"or "property damage" arising out of the ownership,operation, maintenance,use,entrustment to others, "loading or unloading"of any "auto". C.The Limit of Insurance stated as the Products Completed Operations Aggregate Limit is the most we will pay for "damages"because of injury or damage included within the "products-completed operations hazard". D.The Limit of Insurance stated as the Bodily Injury By Disease Aggregate Limit is the most we will pay for "damages"because of "bodily injury"by disease to your "employees"arising out of and in the course of their employment by you. E.Subject to B.,C.,or D.above,whichever applies, the Each Occurrence Limit is the most we will pay for "damages"because of all "bodily injury", "property damage",and "personal and advertising injury"arising out of any one "occurrence". F.Our obligations under this insurance,except for our obligations under the Cancellation and Nonrenewal Conditions,end when the applicable Limit of Insurance available is used up.If we pay any amounts for "damages"in excess of that Limit of Insurance,you agree to reimburse us for such amounts. G.The limits of this policy apply separately to each consecutive annual period and to any remaining period of less than 12 months,starting with the beginning of the "policy period"shown in the Declarations.However,if the "policy period"is extended after issuance for an additional period of less than 12 months,the additional period will be deemed part of the last preceding period for the purpose of determining the Limits of Insurance. SECTION V -NUCLEAR ENERGY LIABILITY EXCLUSION (Broad Form) A.The insurance does not apply: 1.To "bodily injury"or "property damage": a.With respect to which an "insured"under the policy is also an "insured"under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association,Mutual Atomic Energy Liability Underwriters,Nuclear Insurance Association of Canada or any of their successors,or would be an "insured" under any such policy but for its termination upon exhaustion of its limit of liability;or b.Resulting from the "hazardous properties"of "nuclear material"and with respect to which (a)any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof,or (b)the "insured"is, or had this policy not been issued would be, entitled to indemnity from the United States of America,or any agency thereof,under any agreement entered into by the United States of America,or any agency thereof, with any person or organization. 2.To "bodily injury"or "property damage"resulting from the "hazardous properties"of "nuclear material"if: a.The "nuclear material"(a)is at any "nuclear facility"owned by,or operated by or on behalf of,an "insured"or (b)has been discharged or dispersed therefrom; b.The "nuclear material"is contained in "spent fuel"or "waste"at any time possessed, handled,used,processed,stored, transported or disposed of by or on behalf of an "insured";or c.The "bodily injury"or "property damage"arises out of the furnishing by an "insured"of services,materials,parts or equipment in connection with the planning,construction, maintenance,operation or use of any "nuclear facility",but if such facility is located within the United States of America,its territories or possessions or Canada,this exclusion (c) applies only to "property damage"to such "nuclear facility"and any property thereat. B.As used in this exclusion: "Hazardous properties"include radioactive,toxic or explosive properties; UMBRELLA LIABILITY PROVISIONS Form SX 80 02 04 05 Page 9 of 14 "Nuclear material"means "source material","special nuclear material"or "by-product material"; "Source material","special nuclear material"and "by-product material"have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "Spent fuel"means any fuel element or fuel component,solid or liquid,which has been used or exposed to radiation in a "nuclear reactor"; "Waste"means any waste material (a)containing "by-product material"other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material"content,and (b) resulting from the operation by any person or organization of any "nuclear facility"included under the first two paragraphs of the definition of "nuclear facility". "Nuclear facility"means: (1)Any "nuclear reactor"; (2)Any equipment or device designed or used for (1)separating the isotopes of uranium or plutonium,(2)processing or utilizing "spent fuel",or (3)handling,processing or packaging "waste"; (3)Any equipment or device used for the processing,fabricating or alloying of "special nuclear material"if at any time the total amount of such material in the custody of the "insured" at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof,or more than 250 grams of uranium 235; (4)Any structure,basin,excavation,premises or place prepared or used for the storage or disposal of "waste";and includes the site on which any of the foregoing is located,all operations conducted on such site and all premises used for such operations; "Nuclear reactor"means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; "Property damage"includes all forms of radioactive contamination of property. SECTION VI -CONDITIONS A.Premium All premiums for this policy shall be computed in accordance with the Premium Section of the Declarations.The premium stated as such in the Declarations is a deposit premium only which shall be credited to the amount of any earned premium. At the close of each "policy period",the earned premium shall be computed for such period,and upon notice thereof to the Named Insured first shown in the Declarations,shall become due and payable by such Named Insured.If the total earned premium for the "policy period"is less than the premium previously paid and more than the minimum premium,we shall return to such Named Insured the unearned portion paid by such Named Insured. The Named Insured first shown in the Declarations shall maintain records of such information as is necessary for premium computation,and shall send copies of such records to us at the end of the "policy period"and at such times during the "policy period"as we may direct. B.Inspection and Audit We shall be permitted but not obligated to inspect your property and operations at any time.Neither our right to make inspections,nor the making thereof,nor any report thereon,shall constitute an undertaking on your behalf or for your benefit or that of others to determine or warrant that such property or operations are: 1.Safe; 2.Healthful;or 3.In compliance with any law,rule or regulation. We may examine and audit your books and records at any time during the "policy period"and extensions thereof and within three years after the final termination of this policy,insofar as they relate to the subject matter of this policy. C.Duties In The Event Of Occurrence,Claim or Suit 1.You must see to it that we are notified as soon as practicable of an "occurrence"which may result in a claim under this policy.This requirement applies only when such "occurrence"is known to any of the following: (a)You,or any additional insured that is an individual; (b)Any partner,if you or an additional insured are a partnership; (c)Any manager,if you or an additional insured are a limited liability company; (d)Any "executive officer"or insurance manager,if you or an additional insured are a corporation. (e)Any trustee,if you or an additional insured is a trust;or (f)Any elected or appointed official,if you or an additional insured is a political subdivision or public entity. UMBRELLA LIABILITY PROVISIONS Page 10 of 14 Form SX 80 02 04 05 This duty applies separately to you and any additional insured. To the extent possible,notice should include: (a)How,when and where the "occurrence"took place; (b)The names and addresses of any injured persons and witnesses;and (c)The nature and location of any injury or damage arising out of the "occurrence"or "offense". 2.If a claim is made or "suit"is brought against any "insured",you must: (1)Immediately record the specifics of the claim or "suit"and the date received;and (2)Notify us in writing as soon as practicable if the claim is likely to exceed the amount of the "self-insured retention"or "underlying insurance",whichever applies. 3.You and any other involved "insured"must: (a)Immediately send us copies of any demands, notices,summonses or legal papers received in connection with the claim or "suit"involving or likely to involve a sum in excess of any "self-insured retention"or "underlying insurance",whichever applies"; (b)Authorize us to obtain records and other information; (c)Cooperate with us in the investigation or settlement of the claim or defense against the "suit";and (d)Assist us,upon our request in the enforcement of any right against any person or organization which may be liable to the "insured"because of injury or damage to which this policy or any "underlying insurance"or "self-insured retention"may apply. 4.No "insured"will,except at that "insured's"own cost,make or agree to any settlement for a sum in excess of: (a)The total limits of "underlying insurance";or (b)The "self-insured retention"if no "underlying insurance"applies without our consent. 5.No "insured"will,except at that "insured's"own cost,make a payment,assume any obligation, or incur any expenses,other than first aid, without our consent. D.Assistance and Cooperation of the Insured The "insured"shall: 1.Cooperate with us and comply with all the terms and conditions of this policy;and 2.Cooperate with any of the underlying insurers as required by the terms of the "underlying insurance"and comply with all the terms and conditions thereof. The "insured"shall enforce any right of contribution or indemnity against any person or organization who may be liable to the "insured"because of "bodily injury","property damage"or "personal and advertising injury"with respect to this policy or any "underlying insurance". E.Legal Action Against Us No person or organization has a right under this policy: a.To join us as a party or otherwise bring us into a "suit"asking for "damages"from an "insured";or b.To sue us on this policy unless all of its terms and those of the "underlying insurance"have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an "insured";but,we will not be liable for "damages"that are not payable under the terms of this policy or that are in excess of the applicable Limits of Insurance.An agreed settlement means a settlement and release of liability signed by us,the "insured"and the claimant or the claimant's legal representative. F.Appeals In the event the "insured"or the "insured's " underlying insurer elects not to appeal a judgment in excess of the "underlying insurance"or the "self- insured retention",we may elect to make such appeal,at our cost and expense.If we so elect,we shall be liable in addition to the applicable Limit of Insurance,for the: 1.Taxable costs; 2.Disbursements;and 3.Additional interest incidental to such appeal; but in no event will we be liable for "damages"in excess of the applicable aggregate Limit of Insurance. If a judgment is rendered in excess of the limits of "underlying insurance"and we offer to pay our full share of such judgment,but you or your underlying insurers elect to appeal it,you,your underlying insurers or both will bear: a.The cost and duty of obtaining any appeal bond; b.The taxable costs,disbursements and additional interest incidental to such appeal;and UMBRELLA LIABILITY PROVISIONS Form SX 80 02 04 05 Page 11 of 14 c.Any increase in "damages"over the amount the matter could have been settled for after the verdict was entered and before the appeal was filed. G.Other insurance This policy shall apply in excess of all "underlying insurance"whether or not valid and collectible.It shall also apply in excess of other valid and collectible insurance (except other insurance purchased specifically to apply in excess of this insurance)which also applies to any loss for which insurance is provided by this policy. These excess provisions apply,whether such other insurance is stated to be: 1.Primary; 2.Contributing; 3.Excess;or 4.Contingent; Provided that if such other insurance provides umbrella coverage in excess of "underlying insurance"or a "self- insured retention",this policy shall contribute therewith with respect to "damages". However,we shall not be liable for a greater proportion of such loss than the amount which would have been payable under this policy bears to the sum of: 1.Said amount;and 2.The amounts which would have been payable under each other umbrella policy applicable to such loss,had each such policy been the only policy so applicable. H.Transfer Of Rights Of Recovery Against Others To Us a.If the "insured"has rights to recover all or a part of any payment we have made under this policy, those rights are transferred to us.The "insured" must do nothing after a loss to impair them.At our request,the "insured"will bring "suit"or transfer those rights to us and help us enforce them. b.Recoveries shall be applied to reimburse: (1)First,any interest (including the Named Insured)that paid any amount in excess of our limit of liability: (2)Second,us,along with any other insurers having a quota share interest at the same level; (3)Third,such interests (including the Named Insured)of whom this insurance is excess. However,a different apportionment may be made to effect settlement of a claim by agreement signed by all interests. c.Reasonable expenses incurred in the exercise of rights of recovery shall be apportioned among all interests in the ratio of their respective losses for which recovery is sought. I.Changes This policy contains all the agreements between you and us concerning the insurance afforded.Notice to any agent,or knowledge possessed by any agent or any other person shall not effect a waiver or a change in any part of this policy,or stop us from asserting any rights under the terms of this policy. The Named Insured first shown in the Declarations is authorized on behalf of all "insureds"to agree with us on changes in the terms of this policy. If the terms are changed,the changes will be shown in an endorsement issued by us and made a part of this policy. J.Separation Of Insureds Except with respect to the Limits of Liability,and any rights or duties specifically assigned in this policy to the Named Insured first shown in the Declarations,this insurance applies: a.As if each Named Insured were the only Named Insured;and b.Separately to each "insured"against whom claim is made or "suit"is brought. K.Maintenance of Underlying Insurance Policies affording in total the coverage and limits stated in the Extension Schedule of Underlying Insurance Policies shall be maintained in full effect during the currency of this policy.Your failure to comply with the foregoing shall not invalidate this policy,but in the event of such failure,we shall be liable only to the extent that we would have been liable had you complied herewith. The Named Insured first shown in the Declarations shall give us written notice as soon as practicable of any of the following: 1.Any change in the coverage or in the limits of any "underlying insurance",including but not limited to a change from occurrence coverage to claims made coverage; 2.Termination of part or all of one or more of the policies of "underlying insurance"; 3.Reduction or exhaustion of an aggregate limit of liability of any "underlying insurance". The "self-insured retention"shall not apply should the "underlying insurance"be exhausted by the payment of claims or "suits"which are also covered by this policy. UMBRELLA LIABILITY PROVISIONS Page 12 of 14 Form SX 80 02 04 05 L.Cancellation 1.The Named Insured first shown in the Declarations may cancel this policy by mailing or delivering to us or to any of our authorized agents advance written notice of cancellation. 2.We may cancel this policy by mailing or delivering to the Named Insured first shown in the Declarations at the address shown in this policy,written notice of cancellation at least: a.10 days before the effective date of cancellation if such Named Insured fails to pay the premium or any installment when due;or b.30 days before the effective date of cancellation if we cancel for any other reason. 3.If notice is mailed,proof of mailing will be sufficient proof of notice.Notice will state the effective date of cancellation.The "policy period"will end on that date.Delivery of such notice by the Named Insured first shown in the Declarations or by us will be equivalent to mailing. 4.If the Named Insured first shown in the Declarations cancels,the refund may be less than pro rata,but we will retain any minimum premium stated as such in the Declarations.If we cancel,the refund will be pro rata.The cancellation will be effective even if we have not made or offered a refund. M.Nonrenewal 1.If we decide not to renew,we will mail or deliver to the Named Insured first shown in the Declarations,at the address shown in this policy,wri tten notice of nonrenewal at least 30 days before the end of the "policy period". 2.If notice is mailed,proof of mailing will be sufficient proof of notice. 3.If we offer to renew but such Named Insured does not accept,this policy will not be renewed at the end of the current "policy period". N.Workers'Compensation Agreement With respect to "bodily injury"to any officer or other "employee"arising out of and in the course of employment by you,you represent and agree that you have not abrogated and will not abrogate your common-law defenses under any Workers' Compensation Law by rejection of such law or otherwise.If at any time during the "policy period" you abrogate such defenses,the insurance for "bodily injury"to such officer or other "employee" automatically terminates at the same time. O.Bankruptcy or Insolvency In the event of the bankruptcy or insolvency of the "insured"or any entity comprising the "insured",we shall not be relieved of any of our obligations under this policy. P.Representations By accepting this policy,you agree: a.The statements in the Declarations are accurate and complete; b.The statements in the Extension Schedule of Underlying Insurance Policies are accurate and complete; c.The statements in a.and b.are based upon representations you made to us; d.We have issued this policy in reliance upon your representations;and e.If unintentionally you should fail to disclose all hazards at the inception of this policy,we shall not deny coverage under this policy because of such failure. SECTION VII -DEFINITIONS Except as otherwise provided in this section or amended by endorsement,the words or phrases that appear in quotation marks within this policy shall follow the definitions of the applicable "underlying insurance"policy. A."Accident"includes continuous or repeated exposure to the same conditions resulting in "bodily injury"or "property damage". B."Auto"means a land motor vehicle,trailer or semitrailer designed for travel on public roads, including any attached machinery or equipment.But "auto"does not include "mobile equipment". C."Covered pollution cost or expense"means any cost or expense arising out of: 1.Any request,demand or order;or 2.Any claim or "suit"by or on behalf of a governmental authority demanding that the "insured"or others test for,monitor,clean up,remove,contain,treat,detoxify or neutralize,or in any way respond to,or assess the effects of "pollutants". "Covered pollution cost or expense"does not include any cost or expense arising out of the actual,alleged or threatened discharge,dispersal,seepage,migration, release or escape of "pollutants": 1.That are,or that are contained in any property that is: a.Being transported or towed by,handled,or handled for movement into,onto or from, any "auto"; UMBRELLA LIABILITY PROVISIONS Form SX 80 02 04 05 Page 13 of 14 b.Otherwise in the course of transit by or on behalf of the "insured";or c.Being stored,disposed of,treated or processed in or upon any "auto";or 2.Before the "pollutants"or any property in which the "pollutants"are contained are moved from the place where they are accepted by the "insured"for movement into or onto any "auto"; or 3.After the "pollutants"or any property in which the "pollutants"are contained are moved from any "auto"to the place where they are finally delivered,disposed of or abandoned by the "insured". Paragraph a.above does not apply to fuels, lubricants,fluids,exhaust gases or other similar "pollutants"that are needed for or result from the normal electrical,hydraulic or mechanical functioning of an "auto",covered by the "underlying insurance"or its parts,if: 1.The "pollutants"escape,seep,migrate,or are discharged or released directly from an "auto" part designed by its manufacturer to hold,store, receive or dispose of such "pollutants";and 2.The "bodily injury","property damage"or "covered pollution cost or expense"does not arise out of the operation of any equipment listed in paragraphs f.(2)or f.(3)of the definition of "mobile equipment"in the Business Liability Coverage Form. Paragraphs b.and c.above do not apply to "accidents"that occur away from premises owned by or rented to an "insured"with respect to "pollutants"not in or upon an "auto"covered by the "underlying insurance"if: 1.The "pollutants"or any property in which the "pollutants"are contained are upset,overturned or damaged as a result of the maintenance or use of the "auto";and 2.The discharge,dispersal,seepage,migration, release or escape of the "pollutants"is caused directly by such upset,overturn or damage. D."Damages"means a monetary award,monetary settlement or monetary judgment."Damages" include prejudgment interest awarded against the "insured"on that part of the judgment we pay. The following are not considered "damages"and are not covered by this policy: 1.Fines,penalties,sanctions or taxes; 2.Attorney’s fees and costs associated with any non-monetary relief awarded against the "insured";or 3.Any monetary award,monetary settlement or monetary judgment for which insurance is prohibited by the law(s)applicable to the construction of this policy. E."Insured"means any person or organization qualifying as an "insured"in the applicable WHO IS AN INSURED provision of this policy.The insurance afforded applies separately to each "insured"against whom claim is made or "suit"is brought,except with respect to the limit of our liability under LIMITS OF INSURANCE (SECTION IV). F."Occurrence"means: 1.With respect to "bodily injury"or "property damage",an "accident",including continuous or repeated exposure to substantially the same general harmful conditions;and 2.With respect to "personal and advertising injury",an offense described in one of the numbered subdivisions of that definition in the "underlying insurance". G."Policy period"means the period beginning with the inception date stated as such in the Declarations and ending with the earlier of: 1.The date of cancellation of this policy;or 2.The expiration date stated as such in the Declarations. H."Self-insured retention"means the amount stated as such in the Declarations which is retained and payable by the "insured"with respect to each "occurrence". I."Underlying insurance"means the insurance policies listed in the Extension Schedule of Underlying Insurance Policies,including any renewals or replacements thereof,which provide the underlying coverages and limits stated in the Schedule of Underlying Insurance Policies.The limit of "underlying insurance"includes: 1.Any deductible amount; 2.Any participation of any "insured";and 3.Any "self-insured retention"above or beneath any such policy; Less the amount,if any,by which the aggregate limit of such insurance has been reduced by any payment relating to any act,error,omission,injury, damage or offense for which insurance is provided by this policy,including Medical Payments Coverage as described in the "underlying insurance".The coverages and limits of such policies and any such deductible amount, participation or "self-insured retention"shall be deemed to be applicable regardless of: UMBRELLA LIABILITY PROVISIONS Page 14 of 14 Form SX 80 02 04 05 1.Any defense which any underlying insurer may assert because of the "insured's"failure to comply with any condition of its policy;or 2.The actual or alleged insolvency or financial impairment of any underlying insurer or any "insured". The risk of insolvency or financial impairment of any underlying insurer or any "insured"is borne by you and not by us. 03/21/23 03/21/24 SENTINEL INSURANCE COMPANY,LIMITED 42 SBM BI6171 03/21/23 TO 03/21/24 $2,000,000 $4,000,000 $1,000,000 X $2,000,000 X $4,000,000 X $2,000,000 HARTFORD INSURANCE GROUP TBD 03/10/23 TO 03/10/24 X $1,000,000 $1,000,000 $1,000,000 Form SX 80 04 10 08 Page 1 of 2 Process Date:Policy Expiration Date: EXTENSION SCHEDULE OF UNDERLYING INSURANCE POLICIES This extension schedule forms a part of the policy designated in the Declarations. Carrier,Policy Number and Policy Period: A. Type of Coverage Applicable Limits (X )Business Liability -including:Bodily Injury and Property Damage Liability Combined each occurrence general aggregate Employees as Additional Insureds Contractual Liability Limited Non-Owned Watercraft Additional Insureds Dama ges To Premises Rented To You Property Damage Liability each occurrence ()Personal and Advertising Injury ()Products/Completed Operations Prod./Comp.Ops. aggregate ()Hired Auto and Non-Owned Auto Limit of Liability B. ()Comprehensive Automobile Liability -Bodily Injury Liability Owned Automobiles each person each accident Property Damage Liability ()Non-Owned Automobiles each accident Bodily Injury and Property Damage ()Hired Automobiles Liability Combined each accident ()Uninsured Motorist each occurrence C. ()Employer’s Liability each accident* each employee by disease* total policy by disease* D. ()Liquor Liability An "X"marked in the box indicates the coverage is provided in the Underlying Policies. (Note Maintenance of Underlying Insurance Condition SX 80 02 or SX 80 03) *Except that in any jurisdiction where the amount of Employers Liability Coverage afforded by the underlying insurer is by law unlimited,the limit stated does not apply and the policy of which this extension schedule forms a part shall afford no insurance with respect to Employers Liability in such jurisdiction. 03/21/23 03/21/24 42 SBM BI6171 Form SX 80 04 10 08 Page 2 of 2 Process Date:Policy Expiration Date: EXTENSION SCHEDULE OF UNDERLYING INSURANCE POLICIES (Continued) POLICY NUMBER: Carrier,Policy Number and Policy Period: E. Type of Coverage Applicable Limits ()Foreign Commercial General Liability-including:each occurrence Personal and Advertising Injury Personal and Advertising Injury aggregate Products/Completed Operations Products/Completed Operations aggregate ()Foreign Contingent Auto Liability each accident ()Foreign Employer’s Liability each accident * each employee by disease* total policy by disease* An "X"marked in the box indicates the coverage is provided in the Underlying Policies. (Note Maintenance of Underlying Insurance Condition SX 80 02 or SX 80 03) *Except that in any jurisdiction where the amount of Employers Liability Coverage afforded by the underlying insurer is by law unlimited,the limit stated does not apply and the policy of which this extension schedule forms a part shall afford no insurance with respect to Employers Liability in such jurisdiction. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 02 42 03 17 Page 1 of 2 ©2017,The Hartford Page 2 of 2 Form SX 02 42 03 17 d.Notice of cancellation by us will state the effective date of cancellation.The "policy period"will end on that date. c.We will mail or deliver our notice to the last mailing address known to us of the Named Insured first shown in the Declarations. If notice is mailed,proof of mailing will be sufficient proof of notice. d.Notice of cancellation by us will state the effective date of cancellation.The "policy period"will end on that date. e.If this policy is canceled,we will send the Named Insured first shown in the Declarations any premium refund due.If we cancel,the refund will be pro-rata. f.If the Named Insured cancels,we shall compute the return premium at 90%of the pro-rata unearned premium.We shall in any event be entitled to retain any minimum retained premium stated in the Declarations. g.Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. h.10 days before the effective date of cancellation, if we cancel for a reason listed in 1.b.(1). i.30 days before the effective date of cancellation if we cancel for any other reason listed in 1.b.(2) or (3). 2.The NONRENEWAL Condition is replaced by the following: NONRENEWAL a.If we decide not to renew to this policy,we will mail or deliver written notice of non-renewal with reasons for the non-renewal to the Named Insured first shown in the Declarations at least 60 days but not more than 120 days before the end of the "policy period." b.If notice is mailed,we will mail it to the last mailing address known to us of the Named Insured first shown in the Declarations. Proof of mailing will be sufficient proof of notice. c.If we offer to renew but such Named Insured does not accept our offer during the current "policy period,"this policy will not be renewed at the end of such "policy period". 3.The following Condition is added to the policy: NOTICE OF PREMIUM OR COVERAGE CHANGE If we elect to increase the policy premium by more than 25%or increase a deductible,reduce limits,or eliminate coverages,we will mail or deliver to the Named Insured first shown in the Declarations at the address shown in the policy or the last mailing address known to us,written notice of such change at least 60 days prior to the expiration date of the policy. If notice is mailed,proof of mailing will be sufficient proof of notice. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 21 04 06 97 Printed in U.S.A. ©1997,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 21 05 06 97 Printed in U.S.A. ©1997,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 21 94 03 17 Page 1 of 2 Page 2 of 2 Form SX 21 94 03 17 B.The following changes apply to Section VII. DEFINITIONS: 1.The following definition is added: "Unmanned aircraft"means an aircraft that is not: a.Designed; b.Manufactured;or c.Modified after manufacture to be controlled directly by a person from within or on the aircraft. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 23 15 12 15 Page 1 of 1 ©2015,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 21 67 10 08 Page 1 of 1 ©2008,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 21 82 10 08 Page 1of 1 ©2008,The Hartford THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form SX 24 33 06 10 Page 1 of 1 ©2010 The Hartford SCPHS016 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 April 15, 2023 TEAMCIVX LLC 21 ORINDA WAY STE C-191 ORINDA CA 94563 Policy Information: Policy Number:42 WEC AW7JV7 Contact Us Visit https://business.thehartford.com 24/7 access to pay bills, view policy documents, get your certificate of insurance and more. Need Help?Chat online or call us at (866) 467- 8730.We're here Monday - Friday. INSURANCE ENDORSEMENT ATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy.Please review it at your convenience.If you have questions or need to make further changes, Please contact us. The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. Sincerely, Your Hartford Service Team THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 99 00 06 A (1)Printed in U.S.A.Page 1 Process Date:04/15/23 Policy Expiration Date:03/21/24 CHANGE IN INFORMATION PAGE INSURER:Hartford Casualty Insurance Company NCCI Company Number:14397 Audit Period:ANNUAL Policy Effective Date:03/21/23 Policy Expiration Date:03/21/24 Policy Number:42 WEC AW7JV7 Endorsement Number:5 Effective Date:04/13/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:TEAMCIVX LLC 21 ORINDA WAY STE C-191 ORINDA CA 94563 FEIN Number:92-2775389 Producer Name:CLARKE & SAMPSON INC/PHS Producer Code:42640337 It is agreed that the policy is amended as follows: This is NOT a bill. However, any changes in your premium will be reflected in your next billing statement. You will receive a separate bill from The Hartford.If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts. In consideration of an additional premium of $189, it is agreed that: Policy is amended to add the following condition(s): Waiver of Our Right to Recover from Others Endorsement Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. WC990006A(.2) WC040306 Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. WC990006A(.1P) CHANGE IN INFORMATION PAGE (Continued) Policy Number: 42 WEC AW7JV7 SCHEDULE IT IS AGREED THAT THE POLICY IS AMENDED AS FOLLOWS: CLASS CODE NUMBER AND DESCRIPTION ESTIMATED TOTAL ANNUAL REMUNERATION RATES PER 100 OF REMUNERATION ESTIMATED ANNUAL PREMIUMS Form WC 99 00 06 A (1)Printed in U.S.A.Page 2 Process Date:04/15/23 Policy Expiration Date:03/21/24 CA - Location 1 Rating Period: 03/21/2023-03/28/2023 8810 CLERICAL OFFICE EMPLOYEES-N O C 2,678.00 0.540000 -14 8810 CLERICAL OFFICE EMPLOYEES-N O C 2,678.00 0.540000 14 CA - Location 2 Rating Period: 03/28/2023-04/13/2023 8810 CLERICAL OFFICE EMPLOYEES-N O C 6,120.00 0.540000 33 Rating Period: 03/28/2023-03/21/2024 8810 CLERICAL OFFICE EMPLOYEES-N O C 137,322.00 0.540000 -742 Rating Period: 04/13/2023-03/21/2024 8810 CLERICAL OFFICE EMPLOYEES-N O C 131,202.00 0.540000 708 Total State Summary Total Class Premium -1 CA Territorial Differential 0.00 0.656000 0 Waiver charge 0.00 0.020000 235 Small Policy Credit 0.00 25 -59 Extended Broad Form Coverage 0.00 1.500000 3 Expense constant 0.00 1 Terrorism Risk Insurance Program Reauthorization Act Disclosure Endorsement 0.00 0.020000 0 CA User Fund 0.00 2.520800 5 CA Fraud 0.00 0.467900 0 CA Uninsured Employers Benefit Trust Fund 0.00 0.137200 0 CA Subsequent Injuries Benefit Trust Fund Assessments 0.00 1.370300 3 CA Occupational Safety & Health Fund 0.00 0.657200 1 CA Labor Enforcement & Compliance Fund 0.00 0.701100 1 California Total Cost 189 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:04/15/23 Policy Expiration Date:03/21/24 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:42 WEC AW7JV7 Endorsement Number:5 Effective Date:04/13/23 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:TeamCivX LLC 21 ORINDA WAY STE C-191 ORINDA CA 94563 We have the right to recover our payments from anyone liable for an injury covered by this policy.We will not enforce our right against the person or organization named in the Schedule.(This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 %of the California workers'compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Consulting Services Agreement for Revenue Measure Polling and Consulting Services Final Audit Report 2023-11-16 Created:2023-11-07 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAfftCH2NQhGcdwXcN23TJA07bCEuTgLId "Consulting Services Agreement for Revenue Measure Polling a nd Consulting Services" History Document created by City of Cupertino (webmaster@cupertino.org) 2023-11-07 - 0:16:18 AM GMT- IP address: 35.229.54.2 Document emailed to Janet Liang (janetl@cupertino.org) for approval 2023-11-07 - 0:19:13 AM GMT Email viewed by Janet Liang (janetl@cupertino.org) 2023-11-07 - 0:34:31 AM GMT- IP address: 104.47.73.254 Document approved by Janet Liang (janetl@cupertino.org) Approval Date: 2023-11-07 - 0:35:01 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-11-07 - 0:35:03 AM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-11-07 - 1:30:28 AM GMT - Time Source: server- IP address: 71.204.144.228 Document emailed to jhauser@teamcivx.com for signature 2023-11-07 - 1:30:30 AM GMT Email viewed by jhauser@teamcivx.com 2023-11-07 - 1:45:18 AM GMT- IP address: 146.75.154.0 Signer jhauser@teamcivx.com entered name at signing as Jeremy Hauser 2023-11-07 - 5:35:45 AM GMT- IP address: 24.6.159.9 Document e-signed by Jeremy Hauser (jhauser@teamcivx.com) Signature Date: 2023-11-07 - 5:35:47 AM GMT - Time Source: server- IP address: 24.6.159.9 Document emailed to Kristina Alfaro (kristinaa@cupertino.org) for signature 2023-11-07 - 5:35:49 AM GMT Email viewed by Kristina Alfaro (kristinaa@cupertino.org) 2023-11-07 - 5:51:46 AM GMT- IP address: 104.28.124.96 Document e-signed by Kristina Alfaro (kristinaa@cupertino.org) Signature Date: 2023-11-07 - 4:58:16 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to christopherj@cupertino.org for signature 2023-11-07 - 4:58:18 PM GMT Email viewed by christopherj@cupertino.org 2023-11-08 - 7:47:01 AM GMT- IP address: 172.226.212.20 Email viewed by christopherj@cupertino.org 2023-11-16 - 10:44:08 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-11-16 - 10:44:26 PM GMT- IP address: 136.24.22.194 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-11-16 - 10:44:28 PM GMT - Time Source: server- IP address: 136.24.22.194 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-11-16 - 10:44:30 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-11-16 - 11:30:53 PM GMT- IP address: 104.47.73.254 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-11-16 - 11:31:02 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2023-11-16 - 11:31:02 PM GMT