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HomeMy WebLinkAboutData Meaning Services Group Inc; 2019-10-25; PSA20-891UTILPSA20-891UTIL City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR OPTIMIZATION AND PERFORMANCE IMPROVEMENT FOR EXISTING WORKFLOWS IN UTILITIES SERVICES DATA MEANING SERVICES GROUP, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated October 25, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Data Meaning Services Group, Inc., a Florida corporation, (“Contractor") (collectively, the “Parties”) for new and existing data optimization. RECITALS A. The Parties desire to extend the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on October 24, 2021. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 97D8F354-501A-497D-8F34-A62C253B95A9 October 25th PSA20-891UTIL City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California DATA MEANING SERVICES GROUP, INC., a Florida corporation By: By: (sign here) Vicki V. Quiram, Utilities Director Caio Gouveia, President (print name/title) By: (sign here) Marvin Mayorga, Secretary (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, President, or Vice-President Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 97D8F354-501A-497D-8F34-A62C253B95A9 BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 1Business Liability 2Medical Expenses 2Coverage Extension - Supplementary Payments B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.15Bankruptcy 2.15Duties In The Event Of Occurrence, Offense, Claim Or Suit 3.16Financial Responsibility Laws 4.16Legal Action Against Us 5.16Separation Of Insureds 6.16Representations 7.16Other Insurance 8.17Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 18Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 ABCDEFGHIJ BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. CThe word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured. GOther words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And Medical Expenses Definitions. (a)The "bodily injury" or "property A. COVERAGES damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";AND ADVERTISING INJURY) (b)The "bodily injury" or "propertyInsuring Agreement damage" occurs during the policy a.We will pay those sums that the insured period; and becomes legally obligated to pay as (c)Prior to the policy period, no insureddamages because of "bodily injury", 1.listed under Paragraph of Section"property damage" or "personal and C.– Who Is An Insured and noadvertising injury" to which this insurance "employee" authorized by you to giveapplies. We will have the right and duty to or receive notice of an "occurrence"defend the insured against any "suit" or claim, knew that the "bodily injury"seeking those damages. However, we will or "property damage" had occurred,have no duty to defend the insured against in whole or in part. If such a listedany "suit" seeking damages for "bodily insured or authorized "employee"injury", "property damage" or "personal and knew, prior to the policy period, thatadvertising injury" to which this insurance the "bodily injury" or "propertydoes not apply.damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But:damage" during or after the policy period will be deemed to have been(1)The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2)To "personal and advertising injury" Liability And Medical Expenses Limits caused by an offense arising out of your Of Insurance; and business, but only if the offense was(2)Our right and duty to defend ends when committed in the "coverage territory" we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c."Bodily injury" or "property damage" will be settlements or medical expenses to which deemed to have been known to have this insurance applies. occurred at the earliest time when any No other obligation or liability to pay sums or 1.insured listed under Paragraph of Section perform acts or services is covered unless C.– Who Is An Insured or any "employee" explicitly provided for under Coverage authorized by you to give or receive noticeExtension - Supplementary Payments. of an "occurrence" or claim:b.This insurance applies:(1)Reports all, or any part, of the "bodily (1)To "bodily injury" and "property injury" or "property damage" to us or damage" only if:any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2)b.Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay reasonable expenses for:(3)Becomes aware by any other means that (1)"bodily injury" or "property damage" has First aid administered at the time of an occurred or has begun to occur.accident; d.(2)Damages because of "bodily injury" include Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3)Necessary ambulance, hospital, injury".professional nursing and funeral e. Incidental Medical Malpractice services. (1)"Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a.We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1)All expenses we incur."occurrence", but only if: (2)Up to $1,000 for the cost of bail bonds (a)The physician, dentist, nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury" applies. We (b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3)The cost of appeal bonds or bonds to such services. release attachments, but only for bond (2)For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds.together with all related acts or (4)All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence"."suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work. a.We will pay medical expenses as described (5)All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident:(6)Prejudgment interest awarded against (1)On premises you own or rent;the insured on that part of the judgment we pay. If we make an offer to pay the (2)On ways next to premises you own or applicable limit of insurance, we will not rent; or pay any prejudgment interest based on (3)Because of your operations;that period of time after the offer. provided that:(7)All interest on the full amount of any (1)The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period;offered to pay, or deposited in court the part of the judgment that is within the (2)The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1) (7)Any amounts paid under through above will not reduce the limits of insurance.(3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b.If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met:necessary litigation expenses incurred by the indemnitee at our request will be(1)The "suit" against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of 1.b.(b)B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract";Exclusions, such payments will not be deemed to be damages for "bodily (2)This insurance applies to such liability injury" and "property damage" and will assumed by the insured; not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of Our obligation to defend an insured's the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract";Supplementary Payments ends when:(4)The allegations in the "suit" and the (1)We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; orappears to exist between the interests (2)of the insured and the interest of the The conditions set forth above, or the indemnitee;terms of the agreement described in (6)Paragraph above, are no longer met.(5)The indemnitee and the insured ask us to conduct and control the defense B. EXCLUSIONS of that indemnitee against such "suit" 1. Applicable To Business Liability Coverageand agree that we can assign the This insurance does not apply to:same counsel to defend the insured and the indemnitee; and a. Expected Or Intended Injury (6)The indemnitee:(1)"Bodily injury" or "property damage" expected or intended from the (a)Agrees in writing to: standpoint of the insured. This (i)Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit";from the use of reasonable force to (ii)Immediately send us copies of protect persons or property; or any demands, notices, (2)"Personal and advertising injury" arisingsummonses or legal papers out of an offense committed by, at thereceived in connection with direction of or with the consent orthe "suit";acquiescence of the insured with the (iii)Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury". indemnitee; and b. Contractual Liability (iv)Cooperate with us with (1)"Bodily injury" or "property damage"; orrespect to coordinating other (2)"Personal and advertising injury"applicable insurance available to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of(b)Provides us with written liability in a contract or agreement.authorization to: This exclusion does not apply to liability (i)Obtain records and other for damages because of:information related to the "suit"; and (a)"Bodily injury", "property damage" or "personal and advertising injury" that(ii)Conduct and control the the insured would have in thedefense of the indemnitee in absence of the contract orsuch "suit". agreement; or Form SS 00 08 04 05 Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b)(b)"Bodily injury" or "property damage"Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract",(2)The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs (1)consequence of above. subsequent to the execution of the This exclusion applies:contract or agreement. Solely for (1)Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable andattorneys' fees and necessary litigation expenses incurred by or for (2)To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage"This exclusion does not apply to liability provided:assumed by the insured under an "insured (i)Liability to such party for, or for contract". the cost of, that party’s defense f. Pollutionhas also been assumed in the (1)"Bodily injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii)Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants":resolution proceeding in which (a)At or from any premises, site or damages to which this location which is or was at anyinsurance applies are alleged.time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of:(i)"Bodily injury" if sustained within (1)Causing or contributing to the a building and caused by intoxication of any person;smoke, fumes, vapor or soot produced by or originating from(2)The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol; or or equipment that is used to(3)Any statute, ordinance or regulation heat water for personal use, byrelating to the sale, gift, distribution or the building's occupants or theiruse of alcoholic beverages.guests; This exclusion applies only if you are in the (ii)"Bodily injury" or "propertybusiness of manufacturing, distributing,damage" for which you may beselling, serving or furnishing alcoholic held liable, if you are abeverages.contractor and the owner ord. Workers' Compensation And Similar lessee of such premises, site orLawslocation has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law.additional insured at that premises, site or location ande. Employer’s Liability such premises, site or location"Bodily injury" to: is not and never was owned or(1)An "employee" of the insured arising occupied by, or rented orout of and in the course of:loaned to, any insured, other (a)Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (iii)"Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire";subcontractor; (b)(ii)At or from any premises, site or "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste;into that building in connection with operations being performed(c)Which are or were at any time by you or on your behalf by atransported, handled, stored, contractor or subcontractor; ortreated, disposed of, or processed (iii)as waste by or for:"Bodily injury" or "property damage" arising out of heat, (i)Any insured; or smoke or fumes from a (ii)Any person or organization for "hostile fire"; orwhom you may be legally (e)At or from any premises, site orresponsible;location on which any insured or any(d)At or from any premises, site or contractors or subcontractorslocation on which any insured or working directly or indirectly on anyany contractors or subcontractors insured’s behalf are performingworking directly or indirectly on operations if the operations are toany insured's behalf are test for, monitor, clean up, remove,performing operations if the contain, treat, detoxify or neutralize,"pollutants" are brought on or to or in any way respond to, or assessthe premises, site or location in the effects of, "pollutants".connection with such operations (2)Any loss, cost or expense arising out by such insured, contractor or of any:subcontractor. However, this (a)subparagraph does not apply to:Request, demand, order or statutory or regulatory requirement that any(i)"Bodily injury" or "property insured or others test for, monitor,damage" arising out of the clean up, remove, contain, treat,escape of fuels, lubricants or detoxify or neutralize, or in any wayother operating fluids which are respond to, or assess the effects of,needed to perform the normal "pollutants"; orelectrical, hydraulic or (b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts,damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold,neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels,would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels,regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2)The use of "mobile equipment" in, or while in practice or preparation for, a"Bodily injury" or "property damage" arising prearranged racing, speed or out of the ownership, maintenance, use or demolition contest or in any stunting entrustment to others of any aircraft, "auto"activity.or watercraft owned or operated by or rented i. Waror loaned to any insured. Use includes operation and "loading or unloading"."Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring,(1)War, including undeclared or civil war;employment, training or monitoring of others (2)Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual ordamage" involved the ownership,expected attack, by any government, maintenance, use or entrustment to others of sovereign or other authority usingany aircraft, "auto" or watercraft that is military personnel or other agents; orowned or operated by or rented or loaned to (3)Insurrection, rebellion, revolution, any insured. usurped power, or action taken by This exclusion does not apply to:governmental authority in hindering or (1)A watercraft while ashore on premises defending against any of these.you own or rent;j. Professional Services(2)A watercraft you do not own that is:"Bodily injury", "property damage" or (a)Less than 51 feet long; and "personal and advertising injury" arising out of the rendering of or failure to render (b)Not being used to carry persons any professional service. This includes for a charge; but is not limited to:(3)Parking an "auto" on, or on the ways (1)Legal, accounting or advertisingnext to, premises you own or rent, services;provided the "auto" is not owned by or rented or loaned to you or the insured;(2)Preparing, approving, or failing to prepare or approve maps, shop(4)Liability assumed under any "insured drawings, opinions, reports, surveys,contract" for the ownership, field orders, change orders, designs ormaintenance or use of aircraft or drawings and specifications;watercraft; (3)Supervisory, inspection, architectural (5)"Bodily injury" or "property damage" or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4)Medical, surgical, dental, x-ray or f.(3)or of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6)An aircraft that is not owned by any (5)Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6)Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess,grooming;contingent or on any other basis. (7)Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of:ophthalmic lenses and similar products or hearing aid devices;(1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (8)(1) (3) (4)Optometry or optometric services Paragraphs , and of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing,damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products;fewer consecutive days. A separate Limit of Insurance applies to Damage To (9)Any:Premises Rented To You as described in (a)Body piercing (not including ear D.Section - Limits Of Insurance.piercing);(2)Paragraph of this exclusion does not(b)Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c)Similar services;(3) (4)Paragraphs and of this exclusion do (10)Services in the practice of pharmacy; not apply to the use of elevators. and (3) (4) (5) (6)Paragraphs , , and of this (11)Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design.(3) (4)Paragraphs and of this exclusion do (4) (5)Paragraphs and of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. 1.e. A.Paragraph in Section - Coverages.(6)Paragraph of this exclusion does not k. Damage To Property apply to "property damage" included in the "products-completed operations hazard"."Property damage" to: l. Damage To Your Product(1)Property you own, rent or occupy, including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Workreplacement,enhancement, "Property damage" to "your work" arising restoration or maintenance of such out of it or any part of it and included in the property for any reason, including "products-completed operations hazard".prevention of injury to a person or damage to another's property;This exclusion does not apply if the damaged work or the work out of which (2)Premises you sell, give away or the damage arises was performed on your abandon, if the "property damage" arises behalf by a subcontractor.out of any part of thosepremises; n. Damage To Impaired Property Or (3)Property loaned to you;Property Not Physically Injured(4)Personal property in the care, custody "Property damage" to "impaired property" or control of the insured;or property that has not been physically (5)That particular part of real property on injured, arising out of:which you or any contractors or (1)A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; oroperations, if the "property damage" (2)arises out of those operations; or A delay or failure by you or anyone acting on your behalf to perform a (6)That particular part of any property contract or agreement in accordance that must be restored, repaired or with its terms.replaced because "your work" was incorrectly performed on it.This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c)Title of any literary or artistic work; Property (8)Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: (a)expense incurred by you or others for the Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b)Designing or determining content or disposal of:of web sites for others; or (1)"Your product";(c)An Internet search, access, (2)"Your work"; or content or service provider. (3)"Impaired property";However, this exclusion does not if such product, work or property is a. b. c.apply to Paragraphs , and withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization G.advertising injury" in Section – because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. condition in it.For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or linking to others on your web site, by "Personal and advertising injury": itself, is not considered the business(1)Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting;the direction of the insured with (9)Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2)Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control;publication took place before the (10)Arising out of the unauthorized use ofbeginning of the policy period; another's name or product in your e-mail(3)Arising out of a criminal act committed address, domain name or metatags, orby or at the direction of the insured;any other similar tactics to mislead (4)Arising out of any breach of contract, another's potential customers; except an implied contract to use (11)Arising out of the violation of a another’s "advertising idea" in your person's right of privacy created by "advertisement";any state or federal act. (5)Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act;"advertisement"; (12)Arising out of:(6)Arising out of the wrong description of (a)An "advertisement" for others on the price of goods, products or services; your web site;(7)Arising out of any violation of any (b)Placing a link to a web site of intellectual property rights such as others on your web site;copyright, patent, trademark, trade name, trade secret, service mark or (c)Content from a web site of others other designation of origin or displayed within a frame or border authenticity.on your web site. Content includes information, code, sounds, text,However, this exclusion does not graphics or images; orapply to infringement, in your "advertisement", of (d)Computer code, software or programming used to enable:(a)Copyright; (i)Your web site; or(b)Slogan, unless the slogan is also a trademark, trade name, service (ii)The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (13)(a)Arising out of a violation of any anti-May be awarded or incurred by trust law;reason of any claim or suit alleging actual or threatened injury (14)Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks, bonds or other persons or property which would securities; or not have occurred in whole or in (15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the (b)Arise out of any request, demand, direction of any "executive officer", order or statutory or regulatory director, stockholder, partner or requirement that any insured or member of the insured. others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data".(c)Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, monitoring, cleaning up, removing,"Bodily injury" or "personal and advertising encapsulating, containing, treating,injury" to: detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the (a)Refusal to employ that person;effects of an "asbestos hazard". (b)Termination of that person's t. Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or (c)Employment-related practices, Informationpolicies, acts or omissions, such as coercion, demotion, evaluation,"Bodily injury", "property damage", or reassignment,discipline,"personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2)The spouse, child, parent, brother or (1)The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or(a) (b) (c)described in Paragraphs , , or (3)Any statute, ordinance or regulation,above is directed. other than the TCPA or CAN-SPAM ActThis exclusion applies:of 2003, that prohibits or limits the (1)Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity;distribution of material or information. and Damage To Premises Rented To You – (2)To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion pay damages because of the injury.c. h. k. o.Exclusions through and through do s. Asbestos not apply to damage by fire, lightning or explosion to premises rented to you or (1)"Bodily injury", "property damage" or temporarily occupied by you with permission of "personal and advertising injury" the owner. A separate Limit of Insurance arising out of the "asbestos hazard". applies to this coverage as described in (2)Any damages, judgments, settlements,D.Section - Liability And Medical Expensesloss,costs or expenses that:Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e.A trust, you are an insured. Your trustees are also insureds, but only with respect to We will not pay expenses for "bodily injury":their duties as trustees.a. Any Insured 2.Each of the following is also an insured:To any insured, except "volunteer workers". a. Employees And Volunteer Workersb. Hired Person Your "volunteer workers" only whileTo a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured.your business, or your "employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies.company) or your managers (if you are a limited liability company), but only for acts d. Workers' Compensation And Similar within the scope of their employment by Laws you or while performing duties related to To a person, whether or not an the conduct of your business."employee" of any insured, if benefits for However, none of these "employees" or the "bodily injury" are payable or must be "volunteer workers" are insureds for:provided under a workers' compensation or disability benefits law or a similar law.(1)"Bodily injury" or "personal and advertising injury":e. Athletics Activities (a)To you, to your partners or To a person injured while practicing, members (if you are a partnership instructing or participating in any physical or joint venture), to your members exercises or games, sports or athletic (if you are a limited liability contests. company), or to a co-"employee"f. Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard".related to the conduct of your business, or to your other g. Business Liability Exclusions "volunteer workers" while Excluded under BusinessLiability Coverage.performing duties related to the C. WHO IS AN INSURED conduct of your business; 1.If you are designated in the Declarations as:(b)To the spouse, child, parent, brother or sister of that co-a.An individual, you and your spouse are "employee" or that "volunteer insureds, but only with respect to the worker" as a consequence of conduct of a business of which you are the (1)(a)Paragraph above;sole owner. (c)For which there is any obligation b.A partnership or joint venture, you are an to share damages with or repay insured. Your members, your partners, and someone else who must pay their spouses are also insureds, but only with damages because of the injury respect to the conduct of your business. (1)(a)described in Paragraphs orc.A limited liability company, you are an (b) above; orinsured. Your members are also insureds, (d)Arising out of his or her providing but only with respect to the conduct of your or failing to provide professional business. Your managers are insureds, but health care services.only with respect to their duties as your managers.If you are not in the business of providing professional health cared.An organization other than a partnership, (d)services, Paragraph does not applyjoint venture or limited liability company, you to any nurse, emergency medicalare an insured. Your "executive officers" and technician or paramedic employed bydirectors are insureds, but only with respect you to provide such services.to their duties as your officers or directors. Your stockholders are also insureds, but only (2)"Property damage" to property: with respect to their liability as stockholders.(a)Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b)b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage" purpose by you, any of your that occurred; or"employees", "volunteer workers", (2)"Personal and advertising injury" any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed the any member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by, Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who is representative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own that Any subsidiary and subsidiary thereof, of is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of insured while operating such watercraft with more than 50% of the voting stock on the your permission. Any other person or effective date of this Coverage Part.organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is an an insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form, rented to, in the charge of or occupied by other than a partnership, joint venture or you or the employer of any person who is limited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit.with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract,except such operations performed agreement or permit.at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product;person or organization is included as an (g)Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "property a. Vendors damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained in provides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard".Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution (a)"Bodily injury" or "property or sale of the products. damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement. or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from (b)Any express warranty whom you lease equipment; but only unauthorized by you;with respect to their liability for "bodily (c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (2)e. Permits Issued By State Or Political With respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but "occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage" leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to:municipality; or (a)(b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization who construction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury", organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premises your behalf:owned by or rented to you; or (a)In connection with your premises; (c)In connection with "your work" and or included within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies:such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b)3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whichever activities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance.arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in How this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions.one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay for company that is not shown as a Named Insured in the sum of all damages because of all the Declarations."personal and advertising injury" sustained by any one person or organization is the Personal D. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of:Liability Coverage for damages because of a.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or c.Persons or organizations making claims or temporarily occupied by you with permission of bringing "suits". the owner. 2. Aggregate Limits In the case of damage by fire, lightning or The most we will pay for:explosion, the Damage to Premises Rented To a.Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations. The most we will pay on behalf of a person or b.Damages because of all other "bodily organization who is an additional insured injury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in a expenses, is the General Aggregate Limit written contract, written agreement or shown in the Declarations. permit issued by a state or political This General Aggregate Limit applies subdivision; orseparately to each of your "locations" b.The Limits of Insurance shown in the owned by or rented to you. Declarations."Location" means premises involving the Such amount shall be a part of and not in same or connecting lots, or premises addition to the Limits of Insurance shown in whose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records and applicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperate with us in the investigation, 3.limit set forth in Paragraph above.settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4)Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance. No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an 2. Duties In The Event Of Occurrence, additional insured, such additional insured Offense, Claim Or Suit must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include:non-contributory with the additional (1)How, when and where the "occurrence"insured's own insurance. or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to (3)The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additional insured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4)Any "executive officer" or insurance (2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additional claim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if you Insured or an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM f.(3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured.upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance is b.With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages.below applies. If other insurance is also primary, we will share with all that other 4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form: b. Excess Insurancea.To join us as a party or otherwise bring us This insurance is excess over any of the into a "suit" asking for damages from an other insurance, whether primary, excess, insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk or A person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to 5. Separation Of Insureds cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner;insurance applies: (4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:If the loss arises out of "property damage" to borrowed equipment or (1)The statements in the Declarations the use of elevators to the extent not are accurate and complete; k.A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self- added as an additional insured by that insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured.Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below.applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation)additional insured.If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM 3. Additional Insured - Grantor Of FranchiseF. OPTIONAL ADDITIONAL INSURED C.WHO IS AN INSURED under Section isCOVERAGES amended to include as an additional insured If listed or shown as applicable in the Declarations,the person(s) or organization(s) shown in the one or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise, but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required 4. Additional Insured - Lessor Of Leasedby Written Contract, Written Agreement or Permit) EquipmentC.of Section , Who Is An Insured, does not apply to the person or organization shown in the a.C.WHO IS AN INSURED under Section is Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below:Insured – Lessor of Leased Equipment, but only with respect to liability for "bodily 1. Additional Insured - Designated Person Or injury", "property damage" or "personal Organization and advertising injury" caused, in whole or C.WHO IS AN INSURED under Section is in part, by your maintenance, operation oramended to include as an additional insured use of equipment leased to you by such the person(s) or organization(s) shown in the person(s) or organization(s).Declarations, but only with respect to liability b.With respect to the insurance afforded to for "bodily injury", "property damage" or these additional insureds, this insurance "personal and advertising injury" caused, in does not apply to any "occurrence" which whole or in part, by your acts or omissions or takes place after you cease to lease that the acts or omissions of those acting on your equipment.behalf: 5. Additional Insured - Owners Or Other a.In the performance of your ongoing Interests From Whom Land Has Been operations; or Leasedb.In connection with your premises owned a.C. WHO IS AN INSURED under Section is by or rented to you. amended to include as an additional 2. Additional Insured - Managers Or Lessors insured the person(s) or organization(s) Of Premises shown in the Declarations as an Additional a.C.WHO IS AN INSURED under Section is Insured – Owners Or Other Interests Fromamended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured -ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations.ownership, maintenance or useof that part of b.With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations.additional exclusions apply:b.With respect to the insurance afforded to This insurance does not apply to:these additional insureds, the following (1)Any "occurrence" that takes place additional exclusions apply: after you cease to lease that land; orThis insurance does not apply to: (2)Structural alterations, new (1)Any "occurrence" which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization.(2)Structural alterations, new 6. Additional Insured - State Or Politicalconstruction or demolition operations Subdivision – Permitsperformed by or on behalf of such a.C.WHO IS AN INSURED under Section isperson or organization. amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e)Insured – State Or Political Subdivision -Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit.make in the usual course of business, in connection with theb.With respect to the insurance afforded to distribution or sale of the products;these additional insureds, the following (f)Demonstration, installation, additional exclusions apply: servicing or repair operations, This insurance does not apply to:except such operations performed (1)"Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of thearising out of operations performed for product;the state or municipality; or (g)Products which, after distribution (2)"Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard.container, part or ingredient of any 7. Additional Insured – Vendors other thing or substance by or for the vendor; ora.C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i)The exceptions contained in business and only if this Coverage Part (d) (f)Subparagraphs or ; orprovides coverage for "bodily injury" or (ii)Such inspections, "property damage" included within the adjustments, tests or servicing "products-completed operations hazard".as the vendor has agreed to b.The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business, in connection with the distribution or sale of the (a)"Bodily injury" or "property products.damage" for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section is (c)Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor;Declarations as an Additional Insured – Controlling Interest, but only with respect to (d)Repackaging, unless unpacked their liability arising out of:solely for the purpose of inspection, demonstration, testing, or the a.Their financial control of you; or substitution of parts under b.Premises they own, maintain or control instructions from the manufacturer,while you lease or occupy these premises.and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional D.alterations, new construction and demolition insureds are described in Section – Limits Of operations performed by or for that person or Insurance. organization.How this insurance applies when other insurance 9. Additional Insured – Owners, Lessees Or is available to an additional insured is described in Contractors – Scheduled Person Or E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a.C. WHO IS AN INSURED under Section is amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONSshown in the Declarations as an Additional 1."Advertisement" means the widespread public Insured – Owner, Lessees Or Contractors, dissemination of information or images that but only with respect to liability for "bodily has the purpose of inducing the sale of goods, injury", "property damage" or "personal products or services through:and advertising injury" caused, in whole or in part, by your acts or omissions or the a. (1)Radio; acts or omissions of those acting on your (2)Television;behalf:(3)Billboard; (1)In the performance of your ongoing (4)Magazine;operations for the additional (5)Newspaper;insured(s); or b.The Internet, but only that part of a web (2)In connection with "your work" site that is about goods, products or performed for that additional insured services for the purposes of inducing the and included within the "products-sale of goods, products or services; orcompleted operations hazard", but c.Any other publication that is given only if this Coverage Part provides widespread public distribution.coverage for "bodily injury" or "property damage" included within the However, "advertisement" does not include:"products-completed operations a.The design, printed material, information hazard".or images contained in, on or upon the b.With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b.An interactive conversation between ordamage" or "personal an advertising among persons through a computer network.injury" arising out of the rendering of, or 2."Advertising idea" means any idea for an the failure to render, any professional "advertisement".architectural, engineering or surveying services, including:3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged(1)The preparing, approving, or failure to properties of asbestos and includes the mere prepare or approve, maps, shop presence of asbestos in any form.drawings, opinions, reports, surveys, field orders, change orders, designs or 4."Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public roads, including any attached machinery or (2)Supervisory, inspection, architectural equipment. But "auto" does not include or engineering activities. "mobile equipment".10. Additional Insured – Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; or the person(s) or Organization(s) shown in the c.DiseaseDeclarations as an Additional Insured – Co- sustained by a person and, if arising out of the Owner Of Insured Premises, but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM a.b.The United States of America (including its You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada;if such property can be restored to use by: b.International waters or airspace, but only if a.The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any ora.places included in above;b.Your fulfilling the terms of the contract or c.All other parts of the world if the injury or agreement.damage arises out of:12."Insured contract" means:(1)Goods or products made or sold by you a. A contract for a lease of premises. a.in the territory described in above;However, that portion of the contract for a (2)The activities of a person whose home lease of premises that indemnifies any ais in the territory described in . person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises whileyour business; or rented to you or temporarily occupied by (3)"Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section D.communication – Liability and Medical Expenses Limits of Insurance.provided the insured's responsibility to pay b.damages is determined in the United States of A sidetrack agreement; America (including its territories and c.Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to.feet of a railroad; 7."Electronic data" means information, facts or d.Any obligation, as required by ordinance, programs:to indemnify a municipality, except in a.Stored as or on;connection with work for a municipality; b.Created or used on; or e.An elevator maintenance agreement; or c.Transmitted to or from f.That part of any other contract or agreement pertaining to your business computer software, including systems and (including an indemnification of a applications software, hard or floppy disks, municipality in connection with work CD-ROMS, tapes, drives, cells, data performed for a municipality) under whichprocessing devices or any other media which you assume the tort liability of another are used with electronically controlled party to pay for "bodily injury" or "property equipment. damage" to a third person or organization, 8."Employee" includes a "leased worker". provided the "bodily injury" or "property "Employee" does not include a "temporary damage" is caused, in whole or in part, by worker".you or by those acting on your behalf. 9."Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document.f.Paragraph includes that part of any 10."Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be.damage" arising out of construction or demolition operations within 50 feet of any 11."Impaired property" means tangible property, railroad property and affecting any railroad other than "your product" or "your work", that bridge or trestle, tracks, road-beds, tunnel, cannot be used or is less useful because: underpass or crossing.a.It incorporates "your product" or "your work" f.However, Paragraph does not include that is known or thought to be defective, that part of any contract or agreement:deficient, inadequate or dangerous; or Form SS 00 08 04 05 Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1)(1)That indemnifies an architect, Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of:(2)Road construction or resurfacing (a)Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports, e.a. b. c. d.Vehicles not described in , , , or surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b)Giving directions or instructions, following types: or failing to give them, if that is the (1)Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2)Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2)Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers;rendering or failure to render f.a. b. c. d.Vehicles not described in , , , orprofessional services, including those above maintained primarily for purposes (1)listed in above and supervisory, other than the transportation of persons orinspection, architectural or cargo.engineering activities. However, self-propelled vehicles with the13."Leased worker" means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment" but agreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of (1)Equipment, of at least 1,000 pounds your business. "Leased worker" does not gross vehicle weight, designedinclude a "temporary worker". primarily for:14."Loading or unloading" means the handling of (a)Snow removal;property: (b)Road maintenance, but not a.After it is moved from the place where it is construction or resurfacing; oraccepted for movement into or onto an aircraft, watercraft or "auto";(c)Street cleaning; b.While it is in or on an aircraft, watercraft or (2)Cherry pickers and similar devices "auto"; or mounted on automobile or truck chassis and used to raise or lower c.While it is being moved from an aircraft, workers; andwatercraft or "auto" to the place where it is finally delivered;(3)Air compressors, pumps and generators, including spraying, but "loading or unloading" does not include the welding, building cleaning, movement of property by means of a mechanical geophysical exploration, lighting and device, other than a hand truck, that is not well servicing equipment.attached to the aircraft, watercraft or "auto". 16."Occurrence" means an accident, including15."Mobile equipment" means any of the following continuous or repeated exposure to substantiallytypes of land vehicles, including any attached the same general harmful conditions.machinery or equipment: 17."Personal and advertising injury" means injury, a.Bulldozers, farm machinery, forklifts and including consequential "bodily injury", arising other vehicles designed for use principally out of one or more of the following offenses:off public roads; a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or next to premises you own or rent;b.Malicious prosecution; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM c.The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor;must occur away from premises you own d.Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services;own or rent. e.b.Oral, written or electronic publication of Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy;(1)The transportation of property, unless f.Copying, in your "advertisement", a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement";or operated by you, and that condition was created by the "loading org.Infringement of copyright, slogan, or title of unloading" of that vehicle by any any literary or artistic work, in your insured; or"advertisement"; or (2)The existence of tools, uninstalled h.Discrimination or humiliation that results in equipment or abandoned or unusedinjury to the feelings or reputation of a materials.natural person. 20."Property damage" means:18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke,a.Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled,property. All such loss of use shall be reconditioned or reclaimed.deemed to occur at the time of the physical injury that caused it; or19."Products-completed operations hazard"; b.Loss of use of tangible property that is not a.Includes all "bodily injury" and "property physically injured. All such loss of use damage" occurring away from premises shall be deemed to occur at the time of you own or rent and arising out of "your "occurrence" that caused it.product" or "your work" except: As used in this definition, "electronic data" is (1)Products that are still in your physical not tangible property.possession; or 21."Suit" means a civil proceeding in which(2)Work that has not yet been completed damages because of "bodily injury", "property or abandoned. However, "your work" damage" or "personal and advertising injury" will be deemed to be completed at the to which this insurance applies are alleged. earliest of the following times: "Suit" includes:(a)When all of the work called for in a.An arbitration proceeding in which such your contract has been completed. damages are claimed and to which the (b)When all of the work to be done at insured must submit or does submit withthe job site has been completed if our consent; oryour contract calls for work at b.Any other alternative dispute resolution more than one job site. proceeding in which such damages are (c)When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent.intended use by any person or 22."Temporary worker" means a person who is organization other than another furnished to you to substitute for a permanentcontractor or subcontractor "employee" on leave or to meet seasonal or working on the same project. short-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b.(2)Donates his or her work;The providing of or failure to provide warnings or instructions.c.Acts at the direction of and within the c.scope of duties determined by you; and Does not include vending machines or d.Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.25. "Your work": 24."Your product":a.Means: a.Means:(1)Work or operations performed by you (1)Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2)Materials, parts or equipment distributed or disposed of by:furnished in connection with such work (a)You;or operations. (b)b.Others trading under your name; Includes: or (1)Warranties or representations made at (c)A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and (2)(2)Containers (other than vehicles), The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page 24 of 24 Form SS 00 08 04 05 PSA20-891 UTIL AGREEMENT FOR OPTIMIZATION AND PERFORMANCE IMPROVEMENT FOR EXISTING WORKFLOWS IN UTILITIES SERVICES DATA MEANING SERVICES GROUP, INC. Tbl_lS AGREEMENT is made and entered into as of the LS:tl day of U~ef , 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and DATA MEANING SERVICES GROUP, INC., a Florida corporation, ("Contractor"). RECITALS A. City requires the professional services of a consultant that is experienced in new and existing data optimization. B. Contractor has the necessary experience in providing professional services and advice related to new & existing data optimization. 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 one (1) year from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 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 seventeen thousand seven hundred thirty dollars ($17,730). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed eighteen thousand dollars ($18,000) per Agreement year. 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". City Attorney Approved Version 6/12/18 PSA20-891 UTIL 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 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 indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorney's 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. 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. 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 City Attorney Approved Version 6/12/18 2 PSA20-891 UTIL 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 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the 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 $1,000,000 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). $1,000,000 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. 10.2.3 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 City Attorney Approved Version 6/12/18 3 PSA20-891 UTIL 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 three (3) 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. For City Name Tye Gillespie Title Business Systems Specialist Department Public Works City of Carlsbad Address 1635 Faraday Ave Carlsbad, CA 92008 Phone No. 760-602-7556 For Contractor Name Ty Tucker Title Project Manager Address 3301 N University Dr. Suite 400 Coral Springs, FL 33065 Phone No. 678-576-8446 Email Ty.Tucker@datameaning.com 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. City Attorney Approved Version 6/12/18 4 PSA20-891 UTIL 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 in all categories. Yes t:8J No D 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. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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. 20. 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. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event 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 City Attorney Approved Version 6/12/18 5 PSA20-891 UTIL under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. 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 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. 22. 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. 23. JURISDICTION AND VENUE 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. 24. 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. 25. 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. Ill Ill City Attorney Approved Version 6/12/18 6 PSA20-891 UTIL 26. 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California DATA MEANING SERVICES GROUP, INC., a Florida corporation By: ~~ ocki V. uiram, 1llties ,rector / authorized by the City Manager Ck\ o Go uVh·4 MA AJ~<s,,· "'~ ? ( 1 (print name/title) r P~·•u.10-C_ 1 re,,~,C'<iv\.,~ ~ 1·---« A~j"•'i-t.. MICHELLE ANN BLAIR . ;1: ,, :) .;, Notary Public -State of Fl 'd ·,·r~ I ":Q: • . OrJ a . \1-•I 1,{;.i.·/ Commrssron // GG 239071 /~ ; ··•·,~'.: .. !.~····· MyComm.ExpiresJul17 2022 ~ Bond<>d thro h N . • .t•.,..~ • ug atronal Notary Assn. !ll1i 10 wl~ Seu-e.hr\f iJL <? (p nt m /title) 'jP17-· · By: 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 Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney City Attorney Approved Version 6/12/18 7 PSA20-891 UTIL EXHIBIT "A" SCOPE OF SERVICES This scope of work (SOW) covers advisory and implementation on the technical and business strategy regarding optimization of existing Alteryx workflows and creation of new ones to leverage additional data sources within the datamart. Additionally, some Tableau dashboards may require updates. This SOW confirms the understanding of the objectives, deliverables, timing, staffing and fees for this project. City is engaging Contractor to provide certain professional services as specified below (the "Services"). City is seeking to engage Contractor in a professional services engagement that will involve developing and/or augmenting the data integration, business intelligence and analytics layers to sit on top of previously created data warehouse (DWH) server. These efforts are to prepare City of Carlsbad Utilities Department for a more self-service and data driven organization. Schedule 1.0 Objectives 1) Business a) Identify additional data fields necessary for existing Alteryx workflows to augment tableau reporting. b) Evaluate any additional business rules or calculations that may apply within the datasets as they are being handled through Alteryx and provided into outputs such as Tableau. 2) Technical a) Optimize additional Alteryx workflow to include new data fields and performance improvement for existing DWH. b) End-to-end testing of workflows and effects on Tableau dashboards. c) Updates to Tableau dashboards as needed. d) Development of sequential workflows based around functional areas of the available data (Each workflow will be small, but designed so that it is easier to expand and grow segments as desired) • Operational Workflows o Hansen Work Orders o Hansen Service Requests o Public Stuff o MergedDatasets o WorkDebrisRemoved o WorkAssignments o WorkCostDetails o WorkNotes o QA/Validation/Tableau Dataset o WorklnspectionDetails-Water o WorklnspectionDetails-Wastewater o FlowData o CCTVObservations • Master Workflow (for scheduling, notifications, and running the workflows in sequence) o Each workflow is designed to encompass provided business rules/logic, manage data sources and incorporate standard levels of QA checks throughout. City Attorney Approved Version 6/12/18 8 PSA20-891 UTIL o The QA/Validation workflow specifically targets any metrics or 'sources of truth' to perform additional checks and ensure that all values are identical to what should be represented, even after business rules and such have been applied. Services Contractor will provide the Services and Deliverables under this SOW as specified in Schedule 1 -Scope of Deliverables. The term "Deliverable" shall refer to the individual items listed under Schedule 1 -Scope of Deliverables as "Deliverable" ("Deliverables"). The following are the services to be provided: 1) Core Activities (SOW) a) Optimize Alteryx workflows for performance and additional fields as necessary. b) End-to-end testing of workflows and effects on Tableau dashboards. i) Updates to Tableau dashboards as needed. 2) Core Dependencies a) City needs to supply Contractor with appropriate for access. b) Contractor requires access to City's network and development environment. i) 5 hours/week business sponsors (avg) ii) City of Carlsbad to provide data integration team support for duration of project. 3) Key Assumptions a) Data Meaning will be responsible for project management and oversight. b) City will be available throughout duration of project for questions and inquiries. c) Network and application connectivity must be established before development can begin. d) Contractor will be responsible for success monitoring and roll-out. e) City will provide 24 hours-notice with respect to network and application downtime. Fees Unless hereinafter mutually agreed to, this engagement shall be performed on a time and materials basis. In consideration of Contractor's performance of its duties and obligations under the Agreement and this SOW, City hereby agrees to pay to Contractor the fees upon completion of hours as set forth in Schedule 2 -Payment. Services shall be provided by the weekly schedule specified in Schedule 2 -Payment. Delay of downstream dependent Deliverables caused by occurrences or events reasonably outside of Contractor's control shall also be excused. Acceptance City will review and sign-off on Contractor's Deliverables for the specific project. In order to complete the sign-off procedure, Contractor and City will enact the following process: • Deliverables will be reviewed by City's team member(s), with the relevant subject matter expertise, specifically assigned to the task by City. • Contractor will provide each Deliverable in electronic form via email delivery to City's Project Manager and request response two (2) Business Days of (i) City's acceptance or (ii) written feedback of any deficiencies. • Upon receipt of any Deliverables from Contractor, City will have two (2) Business Days, or a period mutually agreed to by City and Contractor, to respond in writing that the Deliverable is accepted or not accepted. If City does not provide a written response as to acceptance or the reason(s) for non-acceptance, within two (2) Business Days, the Deliverable is deemed to be accepted. City Attorney Approved Version 6/12/18 9 PSA20-891 UTIL • City reserves the right to reject the Deliverables if they do not substantially conform to the specifications contained herein or in any supporting documentation provided by Contractor to City for the specific project. If the Deliverables do not meet the such specifications and City does not accept the Deliverable as per section (c) above, Contractor has two (2) Business Days to respond and resubmit revised Deliverables, provide a workaround effort or fix any problem, deficiency, error or failure at no cost to City. Upon resubmission, the acceptance process as stated in this section shall repeat until the applicable Deliverable is accepted by City. Only City Project Managers (or their authorized delegates) may provide City's acceptance of Deliverables or work output. Such acceptance may be provided electronically. Price by Service Level (T&M Price) -Schedule 2.0 In consideration of the Services, Contractor will be paid on a "Time & Materials" basis. The core cost of this SOW is not to exceed $17,730 without prior written agreement. Any change to timeline or cost to this SOW will be formalized through the change management control process outlined in this SOW in coordination with City. ...... c 9 11,v .,. lr>C4ntive -Tranat11cbon lnel«'tive SOW exoc:ution before May 31 . 2019 • Pa~ lnc:eot,ve 50% ot SOW Upon Signature • Change Management Control 90 S 101 S -..... TCIIIIIIMUI IRI 200.00 $ 16,000.00 173.00 S 1,730.00 17nD.N Any additional work to be performed by Contractor or changes to this SOW shall be documented by way of an addendum to this SOW or in an additional SOW and must be agreed upon in a writing signed by authorized representatives of both Parties. Out-of-Scope Services Any additional services to be performed by Contractor or changes to this SOW shall require a subsequent amendment, or a separate SOW agreed to by both parties. GLC Rate SME Advisor $ 368 Senior Lead Consultant $ 315 Lead Consult ant _$ 242 Lead Consultant (nearshore} $ 110 !Senior Principal Consultant S 226 Principal Consultant S 210 Principal Consultant (nearshore) _L 95 Sr. Associate $ 200 Associate $ 173 Associate (nearshore) $ 79 Jr. Associate $ 142 ------Jr. Associate (nearshore}_ $ 6S City Attorney Approved Version 6/12/18 10 132556 Data Meaning Services Group Inc Certificate Of Insurance 10/14/2019 7:33:01 PM ~ ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 10/14/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: 000 rA~)?N~o E•II: (800) 668-7020 I FAX :::rechlnsurance IA/C Nol: 877-826-9067 ■nt»--rom"i-echlnsurance E-MAIL ADDRESS: 30 N. LaSalle, 25th Floor, Chicago, IL 60602 INSURERISl AFFORDING COVERAGE NAIC# INSURER A: The Hartford 30104 INSURED INSURER B: Hartford Multi-State 00914 Data Meaning Services Group Inc INSURER C: The Hartford 30104 3301 N University Dr Ste 400, Coral Springs, FL, 33065 INSURER D: Hartford Fire Insurance Company 19682 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER· REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE •••en >An,n POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYYl LIMITS ✓ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 -:::J CLAIMS-MADE 0 OCCUR DAMA<.iE TO RENTED PREMISES /Ea occurrence\ $ 1,000,000 MED EXP (Any one person) $ 10,000 -C Yes 46SBMT09890 817/2019 817/2020 PERSONAL & ADV INJURY $ 1,000,000 -GEN'LAGGREGATE LIMIT APPLIES PER· GENERAL AGGREGATE $ 2,000,000 H □PRO-DLoc PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT OTHER $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident) - ANY AUTO BODILY INJURY (Per person) $ --ALL OWNED SCHEDULED AUTOS AUTOS Yes 46SBMT09890 817/2019 817/2020 BODILY INJURY (Per accident) $ ~ - C ✓ ✓ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS /Per accident\ ~ -$ ✓ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ 4,000,000 C ~ EXCESS LIAB CLAIMS-MADE Yes 46SBMT09890 817/2017 817/2020 AGGREGATE $ 4,000,000 / OED I ✓ I RETENTION$ 10.000 $ WORKERS COMPENSATION ✓ I ~-l°fTuTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN B ANY PROPRIETOR/PARTNER/EXECUTIVE B NIA Yes 46WECAl7867 817/2019 8f7l2020 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE -EA EMPLOYEE $ 1,000,000 ~~SC:~(tf~J~ o'~'6PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 A Fidelity Bond 3rd Party BKT 46BDDHT1767 8/21/2019 8/2112020 Each Occurrence $2,000,000 D Professional Liability (Errors and Omissions) 46TE0340015-19 8116/2019 8/1612020 Occurrence/Aggregate $5,000,000 I $5,000,000 ./ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Certificate Holder is named as Additional Insured as their interests may appear in regards to general liability insurance.Waiver of subrogation in favor of the certificate holder with regard to the workers' compensation coverage. Your policy includes blanket additional insured and blanket waiver of subrogation where required by written contract. See Section C., Who is an insured number 6 on page 11 of the attached form. Also refer to subsection f of item 6. Any Other Party on page 13 of the form for the extent of coverage. This should meet your client's requirements as long as you are request to have the additional insured and waiver of subrogation by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad/CMWD THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 FAraday Ave Carlsbad, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Jl J-r•---:r-----; I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 © 2005, The Hartford QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension -Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1. Bankruptcy 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 3. Financial Responsibility Laws 4. Legal Action Against Us 5. Separation Of Insureds 6. Representations 7. Other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Form 55 00 08 04 05 15 15 16 16 16 16 16 17 18 18 20 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. -Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. -Liability And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension -Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage'' only if: Form 55 00 08 04 05 (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period;and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. c. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1. of Section C. -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; Page 1 of 24 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur. d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily injury". e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an "occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the "coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to Page 2 of 24 examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Form SS 00 08 04 05 b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract"; (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit"; and (ii) Conduct and control the defense of the indemnitee in such "suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a cqntract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement; or Page 3 of 24 BUSINESS LIABILITY COVERAGE FORM (b) "Bodily injury" or "property damage" assumed in a contract or agreement that is an "insured contract", provided the "bodily injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury" or "property damage" for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the insured; or Page 4 of 24 (b) Performing duties related to the conduct of the insured's business, or (2) The spouse, child, parent, brother or sister of that "employee" as a consequence of (1) above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. . This exclusion does not apply to liability assumed by the insured under an "insured contract". f. Pollution (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (i) "Bodily injury" if sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or "property damage" for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to your policy as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to, any insured, other than that additional insured; or Form 55 00 08 04 05 (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling, storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this subparagraph does not apply to: (i) "Bodily injury" or "property Form SS 00 08 04 05 damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily· injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor; or (iii) "Bodily injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or "suit" by or on behalf of a governmental authority. Page 5 of 24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft while ashore on premises you own or rent; (2) A watercraft you do not own that is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed in Paragraph f.(2) or f.(3) of the definition of "mobile equipment"; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage" arising out of: ( 1) The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or failure to render any professional service. This includes but is not limited to: (1) Legal, accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form SS 00 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation, fitting,demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A. -Coverages. k. Damage To Property "Property damage" to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Paragraphs (1 ), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described in Section D. -Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to "property damage" included in the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "impaired property" or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in "your product" or "your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Page 7 of 24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) "Your work"; or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publication of material, if done by or at the direction of the insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your "advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. Page 8 of 24 However, this exclusion does not apply to infringement, in your "advertisement", of (a) Copyright; (b) Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c) Title of any literary or artistic work; (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising injury" in Section G. - Liability And Medical Expenses Definitions. For the purposes of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10) Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12) Arising out of: (a) An "advertisement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an "advertisement" or other content on your web site; Form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humiliation committed by or at the direction of any "executive officer", director, stockholder, partner or member of the insured. q. Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate "electronic data". r. Employment-Related Practices "Bodily injury" or "personal and advertising injury" to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation or discrimination directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a), (b), or (c) above is directed. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages, judgments, settlements, loss, costs or expenses that: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern E- Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily injury", "property damage", or "personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D. -Liability And Medical Expenses Limits Of Insurance. Page 9 of 24 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only wtth respect to the conduct of your business. Your managers are insureds, but only wtth respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only wtth respect to their liability as stockholders. Page 10 of 24 e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are insureds for: (1) "Bodily injury" or "personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other "volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs (1 )(a) or (b) above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage" to property: (a) Owned, occupied or used by, Form SS 00 08 04 05 (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury" or "property damage" that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment'' registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permIssIon. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other ir:isurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a. through f. below are additional insureds when you have agreed, in a written Page 11 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is an additional insured under this provision if such person or organization is included as an additional insured by an endorsement issued by us and made a part of this Coverage Part, including all persons or organizations added as additional insureds under the specific additional insured coverage grants in Section F. -Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred to below as vendor), but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". (1) The insurance afforded to the vendor is subject to the following additional exclusions: Page 12 of 24 This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to their liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form SS 00 08 04 05 (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant in that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any architect, engineer, or surveyor, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In connection with your premises; or (b) In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the insurance afforded to these additional insureds, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of or the failure to render any professional services by or for you, including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (b) "Bodily injury" or "property damage" included within the "products- completed operations hazard". f. Any Other Party (1) Any other person or organization who is not an insured under Paragraphs a. through e. above, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises owned by or rented to you; or (c) In connection with "your work" and included within the "products- completed operations hazard", but only if (i) The written contract or written agreement requires you to provide such coverage to such additional insured; and (ii) This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products- completed operations hazard". (2) With respect to the insurance afforded to these additional insureds, this insurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. -Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products-completed operations hazard" is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. Page 14 of 24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. Form SS 00 08 04 05 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense. b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must: (1) Immediately record the specifics of the claim or "suit" and the date received; and (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or "suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The lnsured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional lnsured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibility Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and b. Separately to each insured against whom a claim is made or "suit" is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and Page 16 of 24 (3) We have issued this policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excesslnsurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section A. -Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Form 55 00 08 04 05 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self- insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Page 17 of 24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6. (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured -Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization; but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new Page 18 of 24 construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured -Grantor Of Franchise WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured -State Or Political Subdivision -Permits a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2) "Bodily injury" or "property damage" included in the "product-completed operations" hazard. 7. Additional Insured -Vendors a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additional Insured - Vendor, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business and only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. The insurance afforded to the vendor is subject to the following additional exclusions: (1) This insurance does not apply to: (a) "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change in the product made intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained in Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (2) This insurance does not apply to any insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Controlling Interest, but only with respect to their liability arising out of: a. Their financial control of you; or b. Premises they own, maintain or control while you lease or occupy these premises. Page 19 of 24 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors -Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured -Owner, Lessees Or Contractors, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured -Co- Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. Page 20 of 24 The limits of insurance that apply to additional insureds are described in Section D. -Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. - Liability And Medical Expenses General Conditions. G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a. above; (2) The activities of a person whose home is in the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising injury" offenses that take place through the Internet or similar electronic means of communication provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a "suit" on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. 8. "Employee" includes a "leased worker". "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document. 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or "your work", that cannot be used or is less useful because: a. It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or Form 55 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of "your product" or "your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. -Liability and Medical Expenses Limits of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization, provided the "bodily injury" or "property damage" is caused, in whole or in part, by you or by those acting on your behalf. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not include that part of any contract or agreement: Page 21 of 24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto"; or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., c., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form 55 00 08 04 05 c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f. Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b. Does not include "bodily injury" or "property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b. Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute for a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Page 23 of 24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page 24 of 24 (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or failure to provide warnings or instructions. Form 55 00 08 04 05 THE, HARTFORD THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 Policy Information: I Policy Number: j 46 WEC Al7867 October 9, 2019 tO ~ Contact Us Business Service Center Business Hours: Monday -Friday (7AM -7PM Central Standard Time) Phone: (866) 467-8730 Fax: (888) 443-6112 Email: agency.services@thehartford.com Website: www.thehartford.com ~INSURANCEENDORSEMENTATTACHED *** PLEASE REVIEW THE CHANGE *** Enclosed is an endorsement for your business insurance policy. Please review it at your convenience. If you have questions or need to make further changes, Please contact us. The premium billing will be mailed to you separately. You can expect to receive it soon. Thank you for allowing us to service your business needs. Sincerely, Your Hartford Service Team SCPHS016 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGE IN INFORMATION PAGE Audit Period: ANNUAL INSURER: See Attached Endorsement NCCI Company Number: 20605 Policy Effective Date: 08/07/19 Policy Number: 46 WEC Al7867 Effective Date: 10/07/19 Named Insured and Address: Policy Expiration Date: 08/07/20 Endorsement Number: 1 Effective hour is the same as stated on the Information Page of the policy. DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 FEIN Number: 27-4476917 Producer Name: BIN INSURANCE HOLDINGS LLC/PHS It is agreed that the policy is amended as follows: Producer Code: 46505301 This is NOT a bill. However, any changes in your premium will be reflected in your next billing statement. You will receive a separate bill from The Hartford. If you are enrolled in repetitive EFT draws from your bank account, changes in premium will change future draw amounts. In consideration of an additional premium of $4, it is agreed that: Policy is amended to add the following location(s): FL, Schedule Number 01-09-16 ORLANDO Florida 32827 Policy is amended to add the following condition(s): Waiver of Our Right to Recover from Others Endorsement Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. WC990005 WC090303 WC4203048 WC090408A WC000313 WC880917C WC880911 WC990365 Countersigned by Form WC 99 00 06 A (1) Printed in U.S.A. Process Date: 10/09/19 Authorized Representative Page 1 Policy Expiration Date: 08/07/20 CHANGE IN INFORMATION PAGE (Continued) Policy Number: 46 WEC Al7867 WC880916C WC880907B WC190602 WC990006A(.2) WC990006A(.1 P) Policy is amended to delete the following Endorsement Forms reflecting the changes made to your policy. WC660149F WC880916B Form WC 99 00 06 A (1) Printed in U.S.A. Process Date: 10/09/19 Page2 Policy Expiration Date: 08/07/20 CHANGE IN INFORMATION PAGE (Continued) Policy Number: 46 WEC Al7867 SCHEDULE IT IS AGREED THAT THE POLICY IS AMENDED AS FOLLOWS: CLASS CODE NUMBER AND DESCRIPTION NJ Total State Summary Employer Liability Increase Limits balance to Minimum Premium New Jersey Total Cost Form WC 99 00 06 A (1) Printed in U.S.A. Process Date: 10/09/19 ESTIMATED TOTAL ANNUAL REMUNERATION 0.00 RA TES PER 100 OF REMUNERATION ESTIMATED ANNUAL PREMIUMS -1 -1 Page 3 Policy Expiration Date: 08/07/20 EXTENSION OF THE INFORMATION PAGE -ITEM 1 -NAMED INSURED Policy Number: 46 WEC Al7867 Endorsement Number: 1 Effective Date: 10/07/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 Item 1 of the Information Page is completed to include as named insured: Named Insured: DATA MEANING SERVICES GROUP INC State ID: OR:UAN-null,NJ:TIN-274476917000 FEIN: 27-4476917 DBA Name Not Applicable Form WC 99 03 65 Printed in U.S.A. Process Date: 10/09/19 Policy Expiration Date: 08/07/20 SCHEDULE OF OPERATIONS This Schedule of Operations forms a part of the policy effective on the inception date of the policy unless another date is indicated below: INSURER: HARTFORD CASUAL TY INSURANCE COMPANY Company Code: 3 Policy Number: 46 WEC Al7867 Schedule Number: 01-09-16 Effective Date: 10/07/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Location Address of operations covered by this schedule: DATA MEANING SERVICES GROUP INC NO SPECIFIC LOCATION ORLANDO FL 32827 FEIN: 27-4476917 NAICS: 541511 SIC: 7371 NO. OF EMPL: 1 4. The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All information required below is subject to verification and change by audit. Classifications Code Number and Description 8803 AUDITOR, ACCOUNTANT, OR COMPUTER SYSTEM DESIGNER OR PROGRAMMER -TRAVELING Total State Summary Total Class Premium Emp liab increased limits Terrorism Risk Insurance Program Reauthorization Act Disclosure Endorsement Florida Total Cost Countersigned by Form WC 99 00 05 (1) Printed in U.S.A. Premium Basis Total Estimated Annual Remuneration 5,500.00 0.00 5,500.00 Rates Per $100 of Remuneration 0.080000 0.014000 0.010000 Estimated Annual Premium 4 4 1 0 5 -------------------Authorized Representative Process Date: 10/09/19 Policy Expiration Date: 08/07/20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA EMPLOYERS LIABILITY COVERAGE ENDORSEMENT Policy Number: 46 WEC Al7867 Endorsement Number: 1 Effective Date: 10/07/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 C. Exclusion 5, Section C.of Part Two of the policy is replaced by the following: This insurance does not cover 5. bodily injury intentionally caused or aggravated by you or which is the result Form WC 09 03 03 Printed in U.S.A. Process Date: 10/09/19 of your engaging in conduct equivalent to an intentional tort, however defined, or other tortious conduct, such that you lose your immunity from civil liability under the workers compensation laws. Policy Expiration Date: 08/07/20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. FLORIDA INSUFFICIENT FUNDS ENDORSEMENT Policy Number: 46 WEC Al7867 Endorsement Number: 1 Effective Date: 10/07/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 This endorsement applies because Florida is shown in Item 3.A of the Information Page. Add the following to Part Six -Conditions of the policy: G. Insufficient Funds Our rules allow us to impose an insufficient funds fee of up to $15 per occurrence if you make a payment of premium by debit card, credit card, electronic funds transfer (EFT), or electronic check that is returned, declined, or cannot be processed due to insufficient funds. However, we will not charge you an insufficient funds fee if the failure in payment resulted from fraud or misuse on your account from which the payment was made and such fraud or misuse was not attributed to you. The Schedule below shows the insufficient funds fee we will impose if you make a payment of premium by debit card, credit card, electronic funds transfer (EFT), or electronic check that is returned, declined, or cannot be processed due to insufficient funds. Insufficient Funds Fee Form WC 09 04 08 A Printed in U.S.A. Process Date: 10/09/19 Schedule Page 1 of 1 Policy Expiration Date: 08/07/20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. MARYLAND NOTIFICATION OF 45-DAY UNDERWRITING PERIOD ENDORSMENT Policy Number: 46 WEC Al7867 Endorsement Num_ber: 1 . Effective Date: 10/07/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 This endorsement applies only to the insurance provided by the policy because Maryland is shown in Item 3.A. of the Information Page. 1. Your policy is subject to a 45-day underwriting period beginning on the effective date of coverage. In accordance with Md. Code Ann. Ins. §12-106, if we discover a material risk factor during the underwriting period, we may: a. Cancel this policy during the underwriting period if you do not meet our underwriting standards; or b. Recalculate your premium from the effective date of the policy if you meet our underwriting standards. A material risk factor means a risk factor that:. o Was incorrectly recorded or not disclosed by the insured in an application for insurance; o Was in existence on the date of the application; and o Modifies estimated annual premium charged on the policy in accordance with the rates and supplementary rating information filed by the carrier A material risk factor does not include: o Information that constitutes a material misrepresentation;or o A change initiated by an insured, including any request by the insured that results in a change Form WC 19 06 02 Printed in U.S.A. Process Date: 10/09/19 in coverage, change in deductible, or other change to a policy. 2. If we recalculate your premium because we discovered a material risk factor during the underwriting period, we will provide to you, by certificate of mailing or by delivery of electronic means in accordance with Md. Code Ann. Ins. §27-601.2, written notice of the following information by no later than the end of the underwriting period: a. The amount of the recalculated premium; b. The reason for the increase or reduction in the premium; and c. Your right to cancel this policy and receive a pro rata refund of any premium paid by notifying us of the cancellation. 3. If you cancel this policy following receipt of a notice of recalculated premium, you will receive a pro rata refund of any premium paid, regardless of whether your policy is a retrospectively rated policy. 4. Nothing in this endorsement prohibits us from conducting an audit in accordance with the provisions of your policy or charging and collecting the final premium based on the results of the audit. 5. This endorsement does not apply if your policy is a renewal policy. Page 1 of 1 Policy Expiration Date: 08/07/20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WEC Al7867 Endorsement Number: 1 Effective Date: 10/07/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. SCHEDULE City of Carlsbad, 1635 Faraday Ave, Carlsbad, CA 92008 Form WC 00 03 13 Printed in U.S.A. Process Date: 10/09/19 Countersigned by --------------=-----=-----=--~----,---Authorized Representative Policy Expiration Date: 08/07/20 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEXAS WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT Policy Number: 46 WEC Al7867 Endorsement Number: 1 Effective Date: 10/07/19 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: DATA MEANING SERVICES GROUP INC 3301 N UNIVERSITY DR STE 400 CORAL SPRINGS FL 33065 This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with Form WC 42 03 04 B Printed in U.S.A. Process Date: 10/09/19 respect to bodily injury arising out of the operations described in the Schedule where you are required by a written contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. Policy Expiration Date: 08/07/20