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HomeMy WebLinkAboutRaftelis Financial Consultants Inc; 2025-05-07; HR2505HR2505 Page 1 City Attorney Approved Version 2/11/2025 AGREEMENT FOR COACHING AND ORGANIZATIONAL DEVELOPMENT SERVICES RAFTELIS FINANCIAL CONSULTANTS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2025, by and between the City of Carlsbad, California, a municipal corporation ("City") and Raftelis Financial Consultants, Inc., a corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in professional coaching and providing other organizational development services. B. Contractor has the necessary experience in providing professional services and advice related to professional coaching and organizational development. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of five (5) years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed forty-five thousand dollars ($45,000) per Agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Payment terms are NET 30 unless provided otherwise in Exhibit “A.” The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A." Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of            HR2505 Page 2 City Attorney Approved Version 2/11/2025 City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.          HR2505 Page 3 City Attorney Approved Version 2/11/2025 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage.          HR2505 Page 4 City Attorney Approved Version 2/11/2025 10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.” 10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of four (4) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement are:          HR2505 Page 5 City Attorney Approved Version 2/11/2025 For City: For Contractor: Name Emily Bruce Name Michelle Ferguson Title HR Analyst Title Executive Vice President Dept Human Resources Address 227 West Trade Street CITY OF CARLSBAD Charlotte, NC 28202 Address 1635 Faraday Ave Phone 704-373-1199 Carlsbad CA 92008 Email mferguson@raftelis.com Phone Email 760-271-3987 Emily.bruce@carlsbadca.gov Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ܈ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement.          HR2505 City Attorney Approved Version 2/11/2025 Page 6 18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City may terminate this Agreement by tendering thirty (30) days written notice to Contractor. Contractor may terminate this Agreement by tendering thirty (30) days written notice to City. In the event of termination of this Agreement by either party and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this          HR2505 City Attorney Approved Version 2/11/2025 Page 7 Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 24. JURISDICTION AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California without regard to, or application of, choice of law rules or principles. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 25. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 26. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 27. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts.          HR2505 City Attorney Approved Version 2/11/2025 Page 8 28. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. Executed by Contractor this___________ day of _______________________, 2025. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Raftelis Financial Consulting, Inc., a corporation By: By: (sign here) Darrin Schwabe Acting Human Resources Director Michelle Ferguson, Executive Vice President mferguson@raftelis.com (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Christine McIntyre, CFO cmcintyre@raftelis.com Director of Constituent and Clerk Services (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney           HR2505 City Attorney Approved Version 2/11/2025 Page 9 EXHIBIT A SCOPE OF SERVICES AND FEE Under the direction of the Human Resources (HR) Director or designee, Contractor will provide the following services on an as needed basis. Contractor will provide individual coaching or other organization development services as requested at a location and time determined by the City and Contractor. Approach Our Executive Coach will work collaboratively with the individual being coached to outline the expectations of the engagement. Coaching will involve creating a Coaching Plan, along with a schedule for coaching. Our coaching sessions are interactive and engaging. We provide structure as well as informal mentoring and discussion opportunities. Activity 1: Conduct Initial Coaching Interviews and Administer Self-Assessment Tool Our Executive Coach will begin by meeting the individual being coached to understand their objectives for the coaching. All coaching sessions will be held virtually. If desired, in-person sessions can be discussed for an additional fee. During the initial coaching session(s), our Executive Coach will ask a series of interview questions and provide an overview of the Confidential Self-Assessment Guide for Professional Development. The next step is to complete this questionnaire. Activity 2: Prepare Coaching Plan We typically have two or three coaching sessions before the Coaching Plan is prepared. This provides our Executive Coach and the individual being coached an opportunity to explore a variety of avenues that will be incorporated into the Coaching Plan. It also allows time for the individual being coached to prepare the self-assessment, which is a key component of preparing the Coaching Plan. Our Executive Coach will prepare a Draft Coaching Plan, based on the initial coaching session(s) and the completed self-assessment. The suggested draft will contain professional development goals, activities aimed at working toward those goals, measures of success, and timelines. Our Executive Coach will then discuss the Draft Coaching Plan with the individual being coached. Modifications will be made to ensure that, once finalized, it is precisely what the individual being coached wishes to establish as goals and activities to achieve those goals. Activity 3: Conduct Coaching Our Executive Coach will schedule regular coaching sessions with the individual being coached. Our coach is also available for “on-call” conversations, as desired. Our coaching discussions typically incorporate: • Progress on the Coaching Plan. • Coaching on specific issues being encountered. • Discussion of professional association opportunities. • Identification of resources available to assist. • Other issues of interest. OPTIONAL COLLEAGUE FEEDBACK ACTIVITY          HR2505 City Attorney Approved Version 2/11/2025 Page 10 If desired, colleagues can be engaged in providing feedback. This is done through a confidential online questionnaire administered through Raftelis. Colleagues invited to complete the questionnaire are typically peers and others with whom the person being coached works most frequently. Feedback can then be incorporated into the Coaching Plan, as appropriate. A separate fee is charged for this service. Fee Schedule The services outlined in this proposal will be charged on a time and expense basis of $260 per hour, plus actual expenses. We suggest 35 to 40 hours for a coaching engagement (of which up to five hours are for our coach’s time in preparing for and following up on the session). The optional colleague feedback questionnaire fee is $3,500, which covers our time for administering and compiling the results. Service Cost Executive coaching services $260/hour, not to exceed 40 hours, plus actual expenses Additional executive coaching services beyond 40 hours $260/hour Optional confidential online colleague feedback questionnaire $3,500 During the term of this Agreement, City and Contractor may agree via a written amendment to this agreement to increase fees for services, not to exceed 3% per year. Actual travel costs will be billed based on City’s pre-approval of travel and costs associated. Invoices Invoices will be sent monthly and include itemized costs per service and expense, the name of the City department receiving the service and a brief description of the service. Invoices for Coaching and Organization Development services will be emailed to emily.guinaugh@carlsbadca.gov. Except as to any costs that are disputed by the City, City will use its best efforts to cause Contractor to be paid within thirty (30) days of receipt of Contractor’s invoice.          INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME:FAXPHONE(A/C, No):(A/C, No, Ext):E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Federal Insurance Company Chubb National Insurance Company ACE American Insurance Company Hanover Insurance Company 4/22/2025 USI Insurance Svcs, Charlotte 6100 Fairview Road Ste 1400 Charlotte, NC 28210 800 868-8834 Brad Christensen - brad.christensen@usi.com Raftelis Financial Consultants, Inc. 227 West Trade Street, Ste. 1400 Charlotte, NC 28202 20281 10052 22667 22292 AX X X X X 36083016 01/21/2025 01/21/2026 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 A XX X X 73648269 01/21/2025 01/21/2026 1,000,000 A X X X0 XX56726414 01/21/2025 01/21/2026 5,000,000 5,000,000 B N X 71839613 01/21/2025 01/21/2026 X 1,000,000 1,000,000 1,000,000 C D Professional Excess Prof. D02819028 LH6J94293500 01/21/2025 01/21/2025 01/21/2026 01/21/2026 $5,000,000 $5,000,000 City of Carlsbad is included as an Additional Insured with respects to General Liability as per written contract. The coverage afforded to Additional Insured is on a Primary basis for General Liability, if required by written contract. City of Carlsbad 1635 Faraday Ave. Carlsbad, CA 92008 1 of 1#S49010810/M47863002 RAFTEFINClient#: 1722483 NEKZP          I I ,__ D □ ,__ ,__ ,__ R □ □ ~ ,__ ~ ~ ~ ,__ ,__ ,__ H I I I I I □ I          Section Coverages Liability Insurance General Liability Table Of Contents Investigation, Defense And Settlements Supplementary Payments Coverage Territory Who Is An Insured Limits Of Insurance Bodily Injury/Property Damage Exclusions Advertising Injury/Personal Injury Exclusions Medical Expenses Exclusions Policy Exclusions Conditions Definitions Form 80-02-2000 (Rev. 4-01) Contract Page No. 3 4 4 5 5 9 14 15 16 20 25 Page 1 of32 L I A B I L I T y C 0 N T R A C T G E N E R A L L I A B I L I T y          THIS PAGE INTENTIONALLY LEFT BLANK Form 80-02-2000 (Rsv.~01) Contract Pags2of32          Coverages Bodily Injury And Property Damage Liability Coverage Advertising Injury And Personal Injury Liability Coverage Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability Contract Please read the entire policy carefully. The terms and conditions of this insurance include the various sections of this contract: Coverages; Investigation, Defense And Settlements; Supplementary Payments; Coverage Territory; Who Is An Insured; Limits Of Insurance; Exclusions; Conditions; and Definitions, as well as the Declarations, Common Policy Conditions and any Endorsements and Schedules made a part of this insurance. Throughout this contract the words "you" and "your" refer to the Named Insured shown in the Declarations and other persons or organizations qualifying as a Named Insured under this contract. The words "we," "us" and "our" refer to the Company providing this insurance. In addition to the Named Insured, other persons or organizations may qualify as insureds. Those persons or organizations and the conditions under which they qualify are identified in the Who Is An Insured section of this contract. Words and phrases that appear in bold print have special meanings and are defined in the Definitions section of this contract. Subject to all of the terms and conditions of this insurance, we will pay damages that the insured becomes legally obligated to pay by reason of liability: • imposed by law; or • assumed in an insured contract; for bodily injury or property damage caused by an occurrence to which this coverage applies. This coverage applies only to such bodily injury or property damage that occurs during the policy period. Damages for bodily injury include damages claimed by a person or organization for care or loss of services resulting at any time from the bodily injury. Other than as provided under the Investigation, Defense And Settlements and Supplementary Payments sections of this contract, we have no other obligation or liability to pay sums or perform acts or services under this coverage. Subject to all of the terms and conditions of this insurance, we will pay damages that the insured becomes legally obligated to pay by reason of liability: • imposed by law; or • assumed in an insured contract; for advertising injury or personal injury to which this coverage applies. This coverage applies only to such advertising injury or personal injury caused by an offense that is first committed during the policy period. Other than as provided under the Investigation, Defense And Settlements and Supplementary Payments sections of this contract, we have no other obligation or liability to pay sums or perform acts or services under this coverage. Contract Page3of32          Coverages (continued) Medical Expenses Coverage Investigation, Defense And Settlements Supplementary Payments Liability Insurance Form 80-02-2000 (Rev. 4-01) Subject to all of the terms and conditions of this insurance, we will pay medical expenses for bodily injury caused by an accident to which this coverage applies: • that takes place on premises rented to or owned by you; or • in connection with your operations; provided that such: • accident occurs during the policy period; • expenses are incurred and reported to us within three (3) years of the date of the accident; and • person who sustained such bodily injury submits to examination, at our expense, by physicians of our choice as often as we reasonably require. We will make these payments regardless of fault. We have no other obligation or liability under this coverage. Subject to all of the terms and conditions of this insurance, we will have the right and duty to defend the insured against a suit, even if such suit is false, fraudulent or groundless. If such a suit is brought, we will pay reasonable attorney fees and necessary litigation expenses to defend: • the insured; and • if applicable, the indemnittee of the insured, provided the obligation to defend, or the cost of the defense of, such indemnittee has been assumed by such insured in an insured contract. Such attorney fees and litigation expenses will be paid as described in the Supplementary Payments section of this contract. We have no duty to defend any person or organization against any suit seeking damages to which this insurance does not apply. We may, at our discretion, investigate any occurrence or offense and settle any claim or suit. Our duty to defend any person or organization ends when we have used up the applicable Limit Of fusurance. Subject to all of the terms and conditions of this insurance, we will pay, with respect to a claim we investigate or settle, or a suit against an insured we defend: A. the expenses we incur. B. the cost of: 1. bail bonds; or 2. bonds required to: a. appeal judgments; or Contract Page4of32          Supplementary Payments (continued) Coverage Territory Who Is An Insured Sole Proprietorships Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability b. release attachments; but only for bond amounts within the available Limit Of Insurance. We do not have to furnish these bonds. C. reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of such claim or suit. including actual loss of earnings up to $1000 a day because of time off from work. D. costs taxed against the insured in the suit. except any: 1. attorney fees or litigation expenses; or 2. other loss, cost or expense; in connection with any injunction or other equitable relief. E. prejudgment interest awarded against the insured on that part of a judgment we pay. Ifwe 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. F. interest on the full amount of a 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. Supplementary Payments does not include any fine or other penalty. These payments will not reduce the Limits Of Insurance. Our obligation to make these payments ends when we have used up the applicable Limit Of Insurance. This insurance applies anywhere, provided the insured's responsibility to pay damages, to which this insurance applies, is determined in a suit on the merits brought in the United States of America (including its possessions and territories), Canada or Puerto Rico, or in a settlement to which we agree. If you are an individual, you and your spouse are insureds; but you and your spouse are insureds only with respect to the conduct of a business of which you are the sole owner. If you die: • persons or organizations having proper temporary custody of your property are insureds; but they are insureds only with respect to the maintenance or use of such property and only for acts until your legal representative has been appointed; and • your legal representatives are insureds; but they are insureds only with respect to their duties as your legal representatives. Such legal representatives will assume your rights and duties under this insurance. Contract Page5of32          Who Is An Insured (continued) Partnerships Or Joint Ventures Limited Liability Companies Other Organizations Employees Liability Insurance Form 80-02-2000 (Rev. 4-01) If you are a partnership (including a limited liability partnership) or a joint venture, you are an insured. Your members, your partners and their spouses are insureds; but they are insureds only with respect to the conduct of your business. If you are a limited liability company, you are an insured. Your members and their spouses are insureds; but they are insureds only with respect to the conduct of your business. Your managers are insureds; but they are insureds only with respect to their duties as your managers. If you are an organization (including a professional corporation) other than a partnership, joint venture or limited liability company, you are an insured. Your directors and officers are insureds; but they are insureds only with respect to their duties as your directors or officers. Your stockholders and their spouses are insureds; but they are insureds only with respect to their liability as your stockholders. Your employees are insureds; but they are insureds only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no employee is an insured for: A. bodily injury, advertising injury or personal injury: 1. to you, to any of your directors, managers, members, officers or partners ( whether or not an employee) or to any co-employee while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; 2. to the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in subparagraph A.1. above; or 3. for which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in subparagraphs A.1. or A.2. above. With respect to bodily injury only, this limitation does not apply to: • you or to your directors, managers, members, officers, partners or supervisors as insureds; or • your employees, as insureds, with respect to such damages caused by cardio- pulmonary resuscitation or first aid services administered by such an employee; or B. property damage to any property owned, occupied or used by you or by any of your directors, managers, members, officers or partners (whether or not an employee) or by any of your employees. Contract This limitation does not apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. Page6of32          Who Is An Insured (continued) Volunteers Real Estate Managers Permissive Users Of Mobile Equipment Vendors Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability Persons who are volunteer workers for you are insureds; but they are insureds only for acts within the scope of their activities for you and at your direction. Persons (other than your employees) or organizations acting as your real estate managers are insureds; but they are insureds only with respect to their duties as your real estate managers. With respect to mobile equipment registered in your name under a motor vehicle registration law: A. persons driving such equipment on a public road with your permission are insureds; and B. persons or organizations responsible for the conduct of such persons described in subparagraph A. above are insureds; but they are insureds only with respect to the operation of the equipment and only if no other insurance of any kind is available to them. However, no person or organization is an insured with respect to: • bodily injury to any co-employee of the person driving the equipment; or • property damage to any property owned or occupied by or loaned or rented to you, or in your charge or the charge of the employer of any person who is an insured under this provision. Persons or organizations who are vendors of your products are insureds; but they are insureds only with respect to their liability for damages for bodily injury or property damage resulting from the distribution or sale of your products in the regular course of their business and only if this insurance applies to the products-completed operations hazard. However, no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for bodily injury or property damage that such vendor would have in the absence of such contract or agreement; • representation or warranty unauthorized by you; • physical or chemical change in your products made intentionally by the vendor; • repackaging, unless unpacked solely for the purpose of inspection, demonstration or testing, or the substitution of parts under instruction from the manufacturer and then repacked in the original container; • 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 your products; • demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of your products; or • of your products which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other thing or substance by or for the vendor. Contract Page 7of32          Who Is An Insured Vendors (continued) Lessors Of Equipment Lessors Of Premises Subsidiary Or Newly Acquired Or Formed Organizations Limitations On Who Is An Insured Liability Insurance Form 80-02-2000 (Rev. 4-01) Further, no person or organization from whom you have acquired your products, or any container, ingredient or part entering into, accompanying or containing your products, is an insured under this provision. Persons or organizations from whom you lease equipment are insureds; but they are insureds only with respect to the maintenance or use by you of such equipment and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However, no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; or • occurrence that occurs, or offense that is committed, after the equipment lease ends. Persons or organizations from whom you lease premises are insureds; but they are insureds only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are contractually obligated to provide them with such insurance as is afforded by this contract. However, no such person or organization is an insured with respect to any: • damages arising out of their sole negligence; • occurrence that occurs, or offense that is committed, after you cease to be a tenant in the premises; or • structural alteration, new construction or demolition operations performed by or on behalf of them. If there is no other insurance available, the following organizations will qualify as named insureds: • a subsidiary organization of the first named insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, such first named insured controls, either directly or indirectly, more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization; or • a subsidiary organization of the first named insured shown in the Declarations that such first named insured acquires or forms during the policy period, if at the time of loss such first named insured controls, either directly or indirectly, more than fifty (50) percent of the interests entitled to vote generally in the election of the governing body of such organization. A. Except to the extent provided under the Subsidiary Or Newly Acquired Or Formed Organizations provision above, no person or organization is an insured with respect to the conduct of any person or organization that is not shown as a named insured in the Declarations. B. No person or organization is an insured with respect to the: 1. ownership, maintenance or use of any assets; or 2. conduct of any person or organization whose assets, business or organization; Contract Page8of32          Who Is An Insured Limitations On Who Is An Insured (continued) Limits Of Insurance General Aggregate Limit Products-Completed Operations Aggregate Limit Advertising Injury And Personal Injury Aggregate Limit Each Occurrence Limit Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability you acquire, either directly or indirectly, for any: • bodily injury or property damage that occurred; or • advertising injury or personal injury arising out of an offense first committed; in whole or in part, before you, directly or indirectly, aquired such assets, business or organization. The Limits Of Insurance shown in the Declarations and the rules below fix the most we will pay, regardless of the number of: • insureds; • claims made or suits brought; or • persons or organizations making claims or bringing suits. The Limits Of Insurance apply separately to each consecutive annual period and to any remaining period ofless than twelve (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 twelve (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. Subject to the Each Occurrence Limit, the General Aggregate Limit is the most we will pay for the sum of: • damages for bodily injury and property damage, except damages included in the products-completed operations hazard; and • medical expenses. Subject to the Each Occurrence Limit, the Products-Completed Operations Aggregate Limit is the most we will pay for the sum of damages for bodily injury and property damage included in the products-completed operations hazard. The Advertising Injury And Personal Injury Aggregate Limit is the most we will pay for the sum of damages for advertising injury and personal injury. The Each Occurrence Limit is the most we will pay for the sum of: • damages for bodily injury and property damage; and • medical expenses; arising out of any one occurrence. Any amount paid for damages or medical expenses will reduce the amount of the applicable aggregate limit available for any other payment. Contract Page9of32          Limits Of Insurance Each Occurrence Limit (continued) Damage To Premises Rented To You Limit Medical Expenses Limit Bodily Injury/Property Damage Exclusions Aircraft, Autos Or Watercraft Liability Insurance Form 80-02-2000 (Rev. 4-01) If the applicable aggregate limit has been reduced to an amount that is less than the Each Occurrence Limit, the remaining amount of such aggregate limit is the most that will be available for any other payment. Subject to the Each Occurrence Limit, the Damage To Premises Rented To You Limit is the most we will pay for the sum of damages for property damage to any one premises while rented to you or temporarily occupied by you with permission of the owner. Subject to the Each Occurrence Limit, the Medical Expenses Limit is the most we will pay for the sum of medical expenses, under Medical Expenses coverage, for bodily injury sustained by any one person. None of the following exclusions, except "Contracts", "Expected Or Intended Injury" and "Loss In Progress", apply to property damage to premises while rented to you or temporarily occupied by you with permission of the owner. This insurance does not apply to bodily injury or property damage arising out of the ownership, maintenance, use (use includes operation and loading or unloading) or entrustment to others of any: • aircraft; • auto; or • watercraft; owned or operated by or loaned or rented to any insured. This exclusion does not apply to: A. a watercraft while ashore on premises owned by or rented to you; B. a watercraft you do not own, provided that it: 1. is less than fifty-five (55) feet long; and 2. does not transport persons or cargo for a charge; C. the parking of an auto on premises owned by or rented to you, provided the auto is not owned by or loaned or rented to you or the insured; D. the liability for damages assumed in an insured contract resulting from the ownership, maintenance or use, by others, of an aircraft or watercraft; E. the operation of the equipment described in subparagraphs F.2. or F.3. of the definition of mobile equipment; or F. an aircraft you do not own, provided that: Contract 1. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; Page 10of32          Bodily Injury/Property Damage Exclusions Aircraft, Autos Or Watercraft (continued) Alcoholic Beverage Type Businesses Contracts Damage To Alienated Premises Damage To Impaired Property Or Property Not Physically Injured Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability 2. 3. it is rented with a trained. paid crew; and it does not transport persons or cargo for a charge This insurance does not apply to bodily injury or property damage for which any insured may be held liable by reason of: • causing or contributing to the intoxication of any person; • furnishing alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or • 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. This insurance does not apply to bodily injury or property damage for which the insured is obligated to pay damages by reason of assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages: • that such insured would have in the absence of such contract or agreement; or • assumed in an oral or written contract or agreement that is an insured contract. provided the bodily injury or property damage, to which this insurance applies, occurs after the execution of such contract or agreement. This insurance does not apply to property damage to any premises you sell, give away or abandon, if the property damage arises out of any part of those premises. This exclusion does not apply if the premises are your work and were never occupied. rented or held for rental by you. This insurance does not apply to property damage to: • impaired property; or • property that has not been physically injured; arising out of any: • defect, deficiency, inadequacy or dangerous condition in your product or your work; or Contract Page 11 of32          Bodily Injured/Property Damage Exclusions Damage To Impaired Property Or Property Not Physically Injured (continued) Damage To Owned Property Damage To Various Property Of Others (Care, Control Or Custody) Damage To Your Product Damage To Your Work Employer's Liability Liability Insurance Form 80-02-2000 (Rev. 4-01) • delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms and conditions. This exclusion does not apply to the loss of use of other tangible property resulting from sudden and accidental physical in jury to your product or your work after it has been put to its intended use. This insurance does not apply to property damage to any property owned by you. This insurance does not apply to property damage to any: • personal property loaned or rented to you; • property held by you or on your behalf for sale or entrusted to you for safekeeping or storage; • property on your premises for purposes of performing operations on such property by you or on your behalf; • tools or equipment used by you or on your behalf in performing operations; or • property in your care, control or custody that will be erected, installed or used in construction operations by you or on your behalf. This exclusion does not apply to the liability for damages assumed in a sidetrack agreement. This insurance does not apply to property damage to your product arising out of it or any part of it. This insurance does not apply to 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 causing the damage was performed on your behalf by a subcontractor. A. This insurance does not apply to bodily injury to an employee of the insured arising out of and in the course of: 1. employment by the insured; or 2. performing duties related to the conduct of the insured's business. B. This insurance does not apply to bodily injury to the brother, child, parent, sister or spouse of such employee as a consequence of any injury described in paragraph A. above. This exclusion applies: • whether the insured may be liable as an employer or in any other capacity; and • to any obligation to share damages with or repay someone else who must pay damages because of any injury described in paragraphs A. or B. above. Contract Page 12of32          Bodily Injured/Property Damage Exclusions Employer's Liability (continued) Expected Or Intended Injury Loss In Progress Mobile Equipment Transportation Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability This exclusion does not apply to the liability for damages assumed by the insured in an insured contract. This insurance does not apply to bodily injury or property damage arising out of an act that: • is intended by the insured; or • would be expected from the standpoint of a reasonable person in the circumstances of the insured; to cause bodily injury or property damage, even if the actual bodily injury or property damage is of a different degree or type than intended or expected. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or tangible property. This insurance does not apply to bodily injury or property damage that is a change, continuation or resumption of any bodily injury or property damage known by you, prior to the beginning of the policy period, to have occurred. Bodily injury or property damage will be deemed to be known by you: A. if such injury or damage is known by, or should have been known from the standpoint of a reasonable person in the circumstances of: 1. you; 2. any of your directors, managers, members, officers ( or their designees) or partners (whether or not an employee); and B. when any person described in paragraph A. above: 1. reports all, or any part, of any such injury or damage to us or any other insurer; 2. receives a claim or a demand for damages because of any such injury or damage; or 3. becomes aware that any such injury or damage has occurred or has begun to occur. This insurance does not apply to bodily injury or property damage arising out of the transportation of mobile equipment by an auto owned or operated by or loaned or rented to any insured. Contract Page 13of32          Advertising Injury/Personal Injury Exclusions Breach Of Contract Continuing Offenses Contracts Crime Or Fraud Expected Or Intended Injury Failure To Conform To Representations Or Warranties Internet Activities Liability Insurance Form 80-02-2000 (Rev. 4-01) This insurance does not apply to advertising injury or personal injury arising out of breach of contract. This insurance does not apply to advertising injury or personal injury that arises out of that part of an offense that continues or resumes after the later of the end of the policy period of: A. this insurance; or B. a subsequent, continuous renewal or replacement of this insurance, that: 1. is issued to you by us or by an affiliate of ours; 2. remains in force while the offense continues; and 3. would otherwise apply to advertising injury and personal injury. This insurance does not apply to advertising injury or personal injury for which the insured is obligated to pay damages by reason of assumption of liability in a contract or agreement. This exclusion does not apply to the liability for damages: • that such insured would have in the absence of such contract or agreement; or • assumed in a written contract or agreement that is an insured contract, provided the advertising injury or personal injury, to which this insurance applies, is caused by an offense first committed after the execution of such contract or agreement. This insurance does not apply to advertising injury or personal injury arising out of any criminal or fraudulent conduct committed by or with the consent or knowledge of the insured. This insurance does not apply to advertising injury or personal injury arising out of an offense, committed by or on behalf of the insured, that: • is intended by such insured; or • would be expected from the standpoint of a reasonable person in the circumstances of such insured; to cause injury. This insurance does not apply to advertising injury or personal injury arising out of the failure of goods, products or services to conform with any electronic, oral, written or other representation or warranty of durability, fitness, performance, quality or use. This insurance does not apply to advertising injury or personal injury arising out of: • controlling, creating, designing or developing of another's Internet site; Contract Page 14of32          Advertising Injury/Personal Injury Exclusions Internet Activities (continued) Media Type Businesses Prior Offenses Publications With Knowledge Of Falsity Wrong Description Of Prices Medical Expenses Exclusions Athletic Activities Injury To Insureds Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability • controlling, creating, designing, developing, determining or providing the content or material of another's Internet site; • controlling, facilitating or providing, or failing to control, facilitate or provide, access to the Internet or another's Internet site; or • publication of content or material on or from the Internet, other than material developed by you or at your direction. This insurance does not apply to advertising injury or personal injury arising out of an offense committed by or on behalf of an insured whose business is advertising, broadcasting, cablecasting, publishing, telecasting or telemarketing. This exclusion does not apply to personal injury caused by an offense described in subparagraphs A., B. or C. of the definition of personal injury. This insurance does not apply to advertising injury or personal injury arising out of any offense first committed before the beginning of the policy period. This insurance does not apply to advertising injury or personal injury arising out of any electronic, oral, written or other publication of content or material by or with the consent of the insured: • with knowledge of its falsity; or • if a reasonable person in the circumstances of such insured would have known such content or material to be false. This insurance does not apply to advertising injury or personal injury arising out of any wrong description of the price of goods, products or services. This insurance does not apply to medical expenses arising out of bodily injury to any person injured while taking part in athletics. This insurance does not apply to medical expenses arising out of a bodily injury to any insured, except a volunteer worker. Contract Page 15of32          Medical Expenses Exclusions (continued) Nuclear Energy Products-Completed Operations Hazard Workers' Compensation Or Similar Laws Policy Exclusions Asbestos Employment-Related Practices Liability Insurance Form 80-02-2000 (Rev. 4-01) This insurance does not apply to medical expenses arising out of bodily injury in any way related to the: • nuclear hazardous properties of nuclear material; and • operation of a nuclear facility by any person or organization. This insurance does not apply to medical expenses arising out of bodily injury included in the products-completed operations hazard. This insurance does not apply to medical expenses arising out of bodily injury to any person, whether or not an employee of any insured, if benefits for such bodily injury are payable or must be provided under any workers' compensation, disability benefits or unemployment compensation law or any similar law. A. This insurance does not apply to bodily injury, property damage, advertising injury or personal injury arising out of the actual, alleged or threatened contaminative, pathogenic, toxic or other hazardous properties of asbestos. B. This insurance does not apply to any loss, cost or expense arising out of any: 1. request, demand, order or regulatory or statutory 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 asbestos; or 2. claim or proceeding by or on behalf of a governmental authority or others 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 asbestos. A. This insurance does not apply to any damages sustained at any time by any person, whether or not sustained in the course of employment by any insured, arising out of any employment-related act, omission, policy, practice or representation directed at such person, occurring in whole or in part at any time, including any: 1. arrest, detention or imprisonment; 2. breach of any express or implied covenant; 3. coercion, criticism, humiliation, prosecution or retaliation; 4. defamation or disparagement; 5. demotion, discipline, evaluation or reassignment; 6. discrimination, harassment or segregation; Contract Page 16of32          Policy Exclusions Employment-Related Practices (continued) General Liability 7. a. b. eviction; or invasion or other violation of any right of occupancy; 8. failure or refusal to advance, compensate, employ or promote; 9. invasion or other violation of any right of privacy or publicity; 10. termination of employment; or 11. other employment-related act, omission, policy, practice, representation or relationship in connection with any insured at any time. B. This insurance does not apply to any damages sustained at any time by the brother, child, parent, sister or spouse of such person at whom any employment-related act, omission, policy, practice or representation is directed, as described in paragraph A. above, as a consequence thereof. This exclusion applies: • whether the insured may be liable as an employer or in any other capacity; and • to any obligation to share damages with or repay someone else who must pay damages because of any of the foregoing. Enhancement, This insurance does not apply to any loss, cost or expense incurred by you or others for any: Maintenance Or Prevention Ex A. enhancement or maintenance of any property; or penses Intellectual Property Laws Or Rights Liability Insurance Form 80-02-2000 (Rev. 4-01) B. prevention of any injury or damage to any: 1. person or organization; or 2. property you own, rent or occupy. This insurance does not apply to any actual or alleged bodily injury, property damageJ advertising injury or personal injury arising out of, giving rise to or in any way related to any actual or alleged: • assertion; or • infringement or violation; by any person or organization (including any insured) of any intellectual property law or right. regardless of whether this insurance would otherwise apply to all or part of any such actual or alleged injury or damage in the absence of any such actual or alleged assertion, infringement or violation. This exclusion applies, unless such injury: • is caused by an offense described in the definition of advertising injury; and • does not arise out of, give rise to or in any way relate to any actual or alleged assertion, infringement or violation of any intellectual property law or right. other than one described in the definition of advertising injury. Contract Page 17of32          Policy Exclusions (continued) Nuclear Energy Pollution Liability Insurance Form 80-02-2000 (Rev. 4-01) A. This insurance does not apply to bodily injury, nuclear property damage, advertising injury or personal injury: 1. with respect to which any insured under this policy also has status as 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 have had status as an insured under any such policy but for its termination upon exhaustion of its limit of insurance; or 2. arising out of the nuclear hazardous properties of nuclear material and with respect to which: a. any person or organization is required to maintain financial protection pursuant to the United States of America 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. B. This insurance does not apply to bodily injury, nuclear property damage, advertising injury or personal injury arising out of the nuclear hazardous properties of nuclear material: 1. if the nuclear material: a. is at any nuclear facility owned by, or operated by or on behalf of, any insured; b. has been discharged or dispersed therefrom; or c. is contained in nuclear spent fuel or nuclear waste at any time transported, handled, stored, disposed of, processed, treated, possessed or used by or on behalf of any insured; or 2. in any way related to the furnishing by any 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 (including its possessions or territories) or Canada, this subparagraph 2. applies only to nuclear property damage to such nuclear facility and any property thereat. A. This insurance does not apply to bodily injury, property damage, advertising injury or personal injury arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of pollutants: Contract 1. at or from any premises, site or location which is or was at any time owned or occupied by, or loaned or rented to, any insured; 2. 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; Page 18of32          Policy Exclusions Pollution (continued) Liability Insurance Form 80-02-2000 (Rev. ~01) General Liability 3. which are or were at any time transported, handled, stored, disposed of, processed or treated as waste by or for any: a. insured; or b. person or organization for whom any insured may be legally responsible; or 4. at or from any premises, site or location on which any insured or any contractor or subcontractor working directly or indirectly on any insured's behalf is performing operations, if the: a. pollutants are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor; or b. 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. Subparagraph A.4.a. above does not apply to bodily injury or property damage caused by 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 operating fluids escape directly from that particular part of such mobile equipment designed by its manufacturer to hold, store or receive them. But, this exception does not apply if such bodily injury or property damage arises out of any discharge, dispersal, seepage, migration, release or escape of pollutants, that: • was intended by the insured; • would have been expected from the standpoint of a reasonable person in the circumstances of the insured; • was a necessary part of operations performed by any insured, contractor or subcontractor; or • occurred during the process of fueling the mobile equipment or changing or replenishing any operating fluid. Subparagraph A.4.a. above does not apply to bodily injury or property damage if sustained within a building and caused by the release of gaseous irritants or contaminants from materials brought into that building, in connection with the operations being performed by you or on your behalf by the contractor or subcontractor. Subparagraph A. l. above does not apply to bodily injury if sustained within a building and caused by the escape of gaseous irritants or contaminants from equipment used to heat that building. Subparagraphs A.I. and A.4.a. above do not apply to bodily injury or property damage caused by heat, smoke or fumes from a hostile fire. B. This insurance does not apply to any loss, cost or expense arising out of any: Contract 1. request, demand, order or regulatory or statutory 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 Page 19of32          Policy Exclusions Pollution (continued) Recall Of Products, Work Or Impaired Property Workers' Compensation Or Similar Laws Conditions Arbitration Bankruptcy Liability Insurance Form 80-02-2000 (Rev. 4-01) 2. claim or proceeding by or on behalf of a governmental authority or others 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. Paragraph B. above does not apply to the liability for damages, for property damage, that the insured would have in the absence of such request, demand, order or regulatory or statutory requirement, or such claim or proceeding by or on behalf of a governmental authority. This exclusion does not apply to the liability for damages, for property damage, to premises while rented to you or temporarily occupied by you with permission of the owner and caused by a hostile fire, explosion, smoke or leakage from fire protective equipment. This exclusion applies regardless of whether or not the pollution was accidental, expected, gradual, intended, preventable or sudden. This insurance does not apply to any 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: • your product; • your work; or • 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. This insurance does not apply to any obligation of the insured under any workers' compensation, disability benefits or unemployment compensation law or any similar law. We are entitled to exercise all of the insured's rights in the choice of arbitrators and in the conduct of any arbitration proceeding, except when the proceeding is between us and the insured. Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this insurance. Contract Page20of32          Conditions (continued) Disclosures And Representations Duties In The Event Of Occurrence, Offense, Claim Or Suit Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability We have issued this insurance: • based upon representations you made to us; and • in reliance upon your representations. Unintentional failure of an employee of the insured to disclose a hazard or other material information will not violate this condition, unless an officer (whether or not an employee) of any insured or an officer's designee knows about such hazard or other material information. A. You must see to it that we and any other insurers are notified as soon as practicable of any occurrence or offense that may result in a claim. if the claim may involve us or such other insurers. To the extent possible, notice should include: 1. how, when and where the occurrence or offense happened; 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. 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; 2. notify us and other insurers as soon as practicable; and 3. see to it that we receive written notice of the claim or suit as soon as practicable. C. 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 and other insurers in the: a. investigation or settlement of the claim; or b. 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 loss to which this insurance may also apply. D. No insureds will, except at that insured's own cost, make any payment, assume any obligation or incur any expense, other than for first aid, without our consent. E. Notice given by or on behalf of: Contract 1. the insured; 2. the injured person; or 3. any other claimant; to a licensed agent of ours with particulars sufficient to identify the insured shall be deemed notice to us. Page21 of32          Conditions Duties In The Event Of Occurrence, Offense, Claim Or Suit (continued) Legal Action Against Us Other Insurance Liability Insurance Form 80-02-2000 (Rev. 4-01) F. Knowledge of an occurrence or offense by an agent or employee of the insured will not constitute knowledge by the insured, unless an officer (whether or not an employee) of any insured or an officer's designee knows about such occurrence or offense. G. Failure of an agent or employee of the insured, other than an officer (whether or not an employee) of any insured or an officer's designee, to notify us of an occurrence or offense that such person knows about will not affect the insurance afforded to you. H. If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such claim or loss. No person or organization has a right under this insurance to: • join us as a party or otherwise bring us into a suit seeking damages from an insured; or • sue us on this insurance unless all of the terms and conditions of this 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 obtained after an actual: • trial in a civil proceeding; or • arbitration or other alternative dispute resolution proceeding; but we will not be liable for damages that are not payable under the terms and conditions of this insurance or that are in excess of the applicable Limits Of Insurance. If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows. Primary Insurance This insurance is primary except when the Excess Insurance provision described below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. Then, we will share with all that other insurance by the method described in the Method of Sharing provision described below. Excess Insurance This insurance is excess over any other insurance, whether primary, excess, contingent or on any other basis: A. that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar insurance for your work; B. that is insurance that applies to property damage to premises rented to you or temporarily occupied by you with permission of the owner; C. if the loss arises out of aircraft, autos or watercraft (to the extent not subject to the Aircraft, Autos Or Watercraft exclusion); Contract Page22of32          Conditions Other Insurance (continued) Premium Audit Separation Of Insureds Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability D. that is insurance: 1. provided to you by any person or organization working under contract or agreement for you; or 2. under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurer has a duty to defend such insured against such 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 loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and • of all deductible and self-insured amounts under all 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 negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits 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 limits of insurance to the total applicable limits of insurance of all insurers. We will compute all premiums for this insurance in accordance with our rules and rates. In accordance with the Estimated Premiums section of the Premium Summary, premiums shown with an asterisk (*) are estimated premiums and are subject to audit. In addition to or in lieu of such designation in the Premium Summary, premiums may be designated as estimated premiums elsewhere in this policy. In that case, these premiums will also be subject to audit, and the second paragraph of the Estimated Premiums section of the Premium Summary will apply. Except with respect to the Limits Of Insurance, and any rights or duties specifically assigned in this insurance to the first named insured, this insurance applies: • as if each named insured were the only named insured; and • separately to each insured against whom claim is made or suit is brought. Contract Page23of32          Conditions (continued) Transfer Or Waiver Of Rights Of Recovery Against Others Liability Insurance Form 80-02-2000 (Rev. 4-01) We will waive the right of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insured's rights to recover all or part of any payment made under this insurance have not been waived, 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. Contract Page24of32          Definitions Advertisement Advertising Injury Agreed Settlement Asbestos Auto Bodily Injury Employee Hostile Fire Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACTJ WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: Advertisement means an electronic, oral, written or other notice, about goods, products or services, designed for the specific purpose of attracting the general public or a specific market segment to use such goods, products or services. Advertisement does not include any e-mail address, Internet domain name or other electronic address or metalanguage. Advertising injury means injury, other than bodily injury, property damage or personal injury, sustained by a person or organization and caused by an offense of infringing, in that particular part of your advertisement about your goods, products or services, upon their: • copyrighted advertisement; or • registered collective mark, registered service mark or other registered trademarked name, slogan, symbol or title. Agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. Asbestos means asbestos in any form, including its presence or use in any alloy, by-product or other material or waste. Waste includes material to be recycled, reconditioned or reclaimed. 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. Bodily injury means physical: • injury; • sickness; or • disease; sustained by a person, including resulting death, humiliation, mental anguish, mental injury or shock at any time. All such loss shall be deemed to occur at the time of the physical in jury, sickness or disease that caused it. Employee includes a leased worker. Employee does not include a temporary worker. Hostile fire means one which becomes uncontrollable or breaks out from where it was intended to be. Contract Page25of32          Definitions (continued) Impaired Property Insured Insured Contract Liability Insurance Form 80-02-2000 (Rev. 4-01) WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT, WORDS AND PHRASES TBA T APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: Impaired property means tangible property, other than your product or your work, that cannot be used or is less useful because: • it incorporates your product or your work that is known or thought to be defective, deficient, inadequate or dangerous; or • you have failed to fulfill the terms or conditions of a contract or agreement; if such property can be restored to use by: • the repair, replacement, adjustment or removal of your product or your work; or • your fulfilling the terms or conditions of the contract or agreement. Insured means a person or an organization qualifying as an insured in the Who Is An Insured section of this contract. Insured contract: A. means: 1. a lease of premises; 2. a sidetrack agreement; 3. an easement or license agreement; 4. an obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; 5. an elevator maintenance agreement; or 6. any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another person or organization to pay damages, to which this insurance applies, sustained by a third person or organization. B. does not include that part of any contract or agreement that indemnifies an architect, engineer or surveyor for damages arising out of: Contract 1. preparing, approving or failing to prepare or approve maps, drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; or 2. giving directions or instructions, or failing to give them. Page26of32          Definitions (continued) Intellectual Property Law Or Right Leased Worker Loading Or Unloading Medical Expenses Mobile Equipment Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACTJ WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: Intellectual property law or right means any: • certification mark, copyright, patent or trademark (including collective or service marks); • right to, or judicial or statutory law recognizing an interest in, any trade secret or confidential or proprietary non-personal information; • other right to, or judicial or statutory law recognizing an interest in, any expression, idea, likeness, name, slogan, style of doing business, symbol, title, trade dress or other intellectual property; or • other judicial or statutory law concerning piracy, unfair competition or other similar practices. Leased worker means a person leased to a party by a labor leasing firm, in a contract or agreement between such party and the labor leasing firm, to perform duties related to the conduct of the party's business. Leased worker does not include a temporary worker. Loading or unloading: A. means the handling of property: 1. after it is moved from the place where it is accepted for movement into or onto an aircraft, auto or watercraft; 2. while it is in or on an aircraft, auto or watercraft; or 3. while it is being moved from an aircraft, auto or watercraft to the place where it is finally delivered. B. 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, auto or watercraft. Medical expenses means reasonable expenses for necessary: • first aid administered at the time of an accident; • medical, surgical, x-ray and dental services, including prosthetic devices; and • ambulance, hospital, professional nursing and funeral services. 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 premises owned by or rented to you; C. vehicles that travel on crawler treads; Contract Page27of32          Definitions Mobile Equipment (continued) Nuclear Facility Liability Insurance Form 80-02-2000 (Rev. 4-01) WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT, WORDS AND PHRASES TBA T APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: D. vehicles, whether self-propelled or not, maintained primarily to provide mobility to 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 subparagraphs 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; and F. vehicles not described in subparagraphs A., B., C. or D. above maintained primarily for purposes other than the transportation of persons or cargo. Mobile equipment does not include self-propelled vehicles with the following types of permanently attached equipment, and such vehicles will be considered autos: 1. equipment 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. Nuclear facility means any: A. nuclear reactor; B. equipment or device designed or used for: 1. separating the isotopes of plutonium or uranium; 2. processing or utilizing nuclear spent fuel; or 3. handling, processing or packaging nuclear waste; C. equipment or device used for the processing, fabricating or alloying of 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: 1. twenty-five (25) grams of plutonium or uranium 233, or any combination thereof; or 2. two-hundred-fifty (250) grams of uranium 235; or Contract Page28of32          Definitions Nuclear Facility (continued) Nuclear Hazardous Properties Nuclear Material Nuclear Property Damage Nuclear Reactor Nuclear Spent Fuel Nuclear Waste Occurrence Officer Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT, WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: D. structure, basin, excavation, premises or place prepared or used for the storage or disposal of nuclear 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 hazardous properties includes radioactive, toxic or explosive properties. Nuclear material means by-product material, source material or special nuclear material. By-product material, source material and special nuclear material have the meanings given them in the United States of America Atomic Energy Act of 1954 or in any law amendatory thereof. Nuclear property damage includes all forms of radioactive contamination of property. 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. Nuclear spent fuel means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor. Nuclear waste means any waste material: • containing nuclear 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 • resulting from the operation by any person or organization of any nuclear facility described in subparagraphs A. or B. of the definition of nuclear facility. Occurrence means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. Officer means a person holding any of the officer positions created by an organization's charter, constitution, by-laws or any other similar governing document. Contract Page29of32          Definitions (continued) Personal Injury Pollutants Products-Completed Operations Hazard Liability Insurance Form 80-02-2000 (Rev. 4-01) WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT, WORDS AND PHRASES TBA T APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: Personal injury means injury, other than bodily injury, property damage or advertising injury, caused by an offense of: A. false arrest, false detention or other false imprisonment; B. malicious prosecution; C. wrongful entry into, wrongful eviction of a person from or other violation of a person's right of private occupancy of a dwelling, premises or room that such person occupies, if committed by or on behalf of its landlord, lessor or owner; D. electronic, oral, written or other publication of material that: 1. libels or slanders a person or organization ( which does not include disparagement of goods, products, property or services); or 2. violates a person's right of privacy; or E. discrimination, harassment or segregation based on a person's age, color, national origin, race, religion or sex. 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. Products-completed operations hazard: A. includes all bodily injury and property damage taking place away from premises owned or occupied by or loaned or rented to you 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. Your work will be deemed completed when: • all of the work called for in your contract or agreement has been completed. • all of the work to be performed at the site has been completed, if your contract or agreement calls for work at more than one site. • that part of the work completed at a 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. B. does not include bodily injury or property damage arising out of: Contract 1. the transportation of property, unless the injury or damage results from a condition in or on a vehicle not owned or operated by or loaned or rented to you and that condition was created by the loading or unloading of that vehicle by any insured; Page30of32          Definitions Products-Completed Operations Hazard (continued) Property Damage Suit Temporary Worker Your Product Liability Insurance Form 80-02-2000 (Rev. 4-01) General Liability WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACTJ WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: 2. 3. the existence of tools, uninstalled equipment or abandoned or unused materials; or products or operations for which the classification in our rules indicates that such products or operations are not subject to the Products-Completed Operations Aggregate Limit of insurance. Property damage means: • physical in jury to tangible property, including resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical in jury that caused it; or • 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 the occurrence that caused it. Tangible property does not include any software, data or other information that is in electronic form. Suit means a civil proceeding in which damages, to which this insurance applies, are sought. Suit includes an arbitration or other dispute resolution proceeding in which such damages are sought and to which the insured must submit or does submit with our consent. Temporary worker means a person who is furnished to a party to substitute for a permanent employee on leave or to meet seasonal or short-term workload conditions. Your product: A. means any: 1. 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 assets or business you have acquired; and 2. containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. B. includes: 1. representations or warranties made at any time with respect to the durability, fitness, performance, quality or use of your product; and 2. the providing of or failure to provide instructions or warnings. C. does not include vending machines or other property loaned or rented to or located for the use of others but not sold. Contract Page31 of32          Definitions (continued) Your Work Liability Insurance Form 80-02-2000 (Rev. 4-01) WHEN USED WITH RESPECT TO INSURANCE UNDER THIS CONTRACT, WORDS AND PHRASES THAT APPEAR IN BOLD PRINT HA VE THE SPECIAL MEANINGS DESCRIBED BELOW: Your work: A. means any: 1. work or operations performed by: a. you or on your behalf; or b. a person or organization whose assets or business you have acquired; and 2. materials, parts or equipment furnished in connection with such work or operations. B. includes: Contract 1. representations or warranties made at any time with respect to the durability, fitness, performance, quality or use of your work; and 2. the providing of or failure to provide instructions or warnings. Pags32of32          CHLJBBm                   CHLJBBm