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HomeMy WebLinkAboutWestbound Communications Inc; 2021-07-07;City Attorney Approved Version 6/12/18 1 AGREEMENT FOR PUBLIC OUTREACH AND MULTICULTURAL COMMUNICATION SERVICES WESTBOUND COMMUNICATIONS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Westbound Communications, Inc. a corporation, ("Contractor"). RECITALS A. City requires the professional services of a public outreach and involvement consultant that is experienced in public outreach and multicultural communication services to support city staff on an as needed, project by project basis to foster an informed and engaged community. B. Contractor has the necessary experience in providing professional services and advice related to public outreach and multicultural communication services. 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 three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for one (1) additional two (2) year period 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 will not exceed thirty thousand dollars ($30,000.00) per Agreement year. Professional services will be billed at the follow hourly blended rates: Project Manager (Public Outreach, Multicultural, Video Production, Media Outreach) $170 Creative services (Video & Digital Production) staff $160 Street team/event staffing (apart from account management) $150 Crisis counsel and related work $190 DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 July 7th City Attorney Approved Version 6/12/18 2 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 thirty thousand dollars ($30,000.00) 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". 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 attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. 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. DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 City Attorney Approved Version 6/12/18 3 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor’s agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 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 $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 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. DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 City Attorney Approved Version 6/12/18 4 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of 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 For Contractor Name Kristina Ray Name Christopher Perez Title Director Title Partner/General Manager Department Communication & Engagement Address 3750 Vine Street, Suite 120 City of Carlsbad Riverside, CA 92507 Address 1200 Carlsbad Village Drive Phone No. 951-532-5321 Carlsbad, CA 92008 Email cperez@westboundcommunications.com DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 City Attorney Approved Version 6/12/18 5 Phone No. 760-434-2957 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 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 X DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 City Attorney Approved Version 6/12/18 6 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 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 DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 City Attorney Approved Version 6/12/18 7 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. 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 By: By: SCOTT SMITH President KRISTINA RAY Communication & Engagement Director ATTEST: By: CARRIE GILBRETH Secretary BARBARA ENGLESON City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICE Public Outreach Services Provide public outreach and involvement services as needed to implement city communication functions, including: • Public information for city issues, events, projects and services • Coordination of public outreach and involvement activities to promote awareness of and involvement in city programs, events, issues and services • Production of city informational materials • Coordination and promotion of special events and public meetings • Writing news releases, articles, website content, fact sheets and informational descriptions of city issues, events, projects and services This task will be directed by the communication director or community relations manager. Multicultural Outreach and Engagement Under the direction of the Director of Communication & Engagement or her designee, contractor will perform the following tasks on an as needed basis: • Develop outreach and engagement plans specific to identified cultural segments of the population. Identify tailored outreach and engagement strategies based on knowledge and understanding of each unique cultural segment of the population. • Prepared culturally appropriate informational materials, ad copy and design, web copy and social media content, including translating into language(s) appropriate to the identified audiences. • Plan, conduct or assist with meetings with identified audiences in the time, manner and location most appropriate to each. • Provide strategic counsel regarding effective strategies to inform and engage multi-cultural audiences in Carlsbad. • Prepare summary reports documenting outreach and input received. Other Considerations • Written work products must follow the City of Carlsbad writing style guidelines and be free from Contractor logos or other branding elements. • Contractor is responsible for alerting the city’s project manager in advance in writing of any out of scope requests before commencing work. • Contractor will provide invoices to the city in a format specified by the Communication & Engagement director. • Contractor must get approval in advance in writing from the Communication & Engagement director prior to disclosing information about this contract or Contractor activities on behalf of the city, including using this project for marketing purposes, case studies, professional association presentations and any other purpose. • Any creative/design products must conform of the City of Carlsbad brand guidelines. All work products must be provided in the following file formats: • Microsoft Word or Google Docs (for documents) • Microsoft Excel or Google Sheets (for spreadsheets) • Microsoft PowerPoint or Google Slides for presentations Total not to exceed $30,000 per Agreement year. DocuSign Envelope ID: 01898A12-009D-4312-904C-890FE737BF39 Form SS 00 08 04 05 © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM Westbound Communications, Inc. EFFECTIVE DATES: 05/06/2021 to 05/06/2022 POLICY NUMBER: 72 SBA IB4627 Form SS 00 08 04 05 QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM Beginning on Page A. COVERAGES 1 Business Liability 1 Medical Expenses 2 Coverage Extension - Supplementary Payments 2 B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.Bankruptcy 15 2.Duties In The Event Of Occurrence, Offense, Claim Or Suit 15 3.Financial Responsibility Laws 16 4.Legal Action Against Us 16 5.Separation Of Insureds 16 6.Representations 16 7.Other Insurance 16 8.Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 Additional Insureds 18 G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford 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 (BODILYINJURY, PROPERTY DAMAGE, PERSONALAND 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 claimor "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: (a)The "bodily injury" or "propertydamage" 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 insuredlisted under Paragraph 1.of SectionC.–WhoIsAnInsuredandno"employee" authorized by you to giveor 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 listedinsuredorauthorized"employee"knew, prior to the policy period, thatthe "bodily injury" or "propertydamage" occurred, then anycontinuation, change or resumptionof such "bodily injury" or "propertydamage" during or after the policyperiod will be deemed to have beenknown 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 bedeemed to have been known to haveoccurred at the earliest time when anyinsured listed under Paragraph 1.of SectionC.– Who Is An Insured or any "employee"authorized by you to give or receive noticeof an "occurrence" or claim: (1)Reports all, or any part, of the "bodily injury" or "property damage" to us or any other insurer; BUSINESS LIABILITY COVERAGE FORM Page 2 of 24 Form SS 00 08 04 05 (2)Receives a written or verbal demand orclaim for damages because of the "bodilyinjury" 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" includedamages claimed by any person ororganization for care, loss of services ordeath resulting at any time from the "bodilyinjury". e. Incidental Medical Malpractice (1)"Bodily injury" arising out of therendering of or failure to renderprofessional health care services as aphysician, dentist, nurse, emergencymedical technician or paramedic shallbe 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 thebusiness or occupation of providingsuch 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 reportedto us within three years of the date ofthe accident; and (3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b.We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for: (1)First aid administered at the time of an accident; (2)Necessary medical, surgical, x-ray anddental services, including prostheticdevices; 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 bondsrequired because of accidents or trafficlaw violations arising out of the use ofany vehicle to which Business LiabilityCoverage for "bodily injury" applies. Wedo 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 inthe "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 anyjudgment that accrues after entry of thejudgment and before we have paid,offered to pay, or deposited in court thepart of the judgment that is within theapplicable limit of insurance. Any amounts paid under (1)through (7) above will not reduce the limits of insurance. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 3 of 24 b.If we defend an insured against a "suit"and an indemnitee of the insured is alsonamed as a party to the "suit", we willdefend that indemnitee if all of thefollowing 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 liabilityassumed 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 askus to conduct and control the defenseof that indemnitee against such "suit"and agree that we can assign thesame counsel to defend the insuredand 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 whosecoverage is available to theindemnitee; and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b)Provides us with writtenauthorization to: (i)Obtain records and other information related to the "suit"; and (ii)Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b)of Section B.– Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured'sindemnitee and to pay for attorneys' feesand necessary litigation expenses asSupplementary 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 theterms of the agreement described inParagraph(6)above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1)"Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property; or (2)"Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury". b. Contractual Liability (1)"Bodily injury" or "property damage"; or (2)"Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a)"Bodily injury", "property damage" or"personal and advertising injury" thatthe insured would have in theabsence of the contract oragreement; or BUSINESS LIABILITY COVERAGE FORM Page 4 of 24 Form SS 00 08 04 05 (b)"Bodily injury" or "property damage"assumed in a contract or agreementthat is an "insured contract",provided the "bodily injury" or"property damage" occurssubsequent to the execution of thecontract or agreement. Solely forthe purpose of liability assumed inan "insured contract", reasonableattorneys' fees and necessarylitigation expenses incurred by or fora party other than an insured aredeemed 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 andlitigation expenses are fordefense of that party against acivil or alternative disputeresolution proceeding in whichdamages to which thisinsurance 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 theintoxication 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 regulationrelating to the sale, gift, distribution oruse 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 SimilarLaws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer’s Liability "Bodily injury" to: (1)An "employee" of the insured arising out of and in the course of: (a)Employment by the insured; or (b)Performing duties related to theconduct 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 liabilityassumed by the insured under an "insuredcontract". f. Pollution (1)"Bodily injury", "property damage" or"personal and advertising injury"arising out of the actual, alleged orthreatened discharge, dispersal,seepage, migration, release or escapeof "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 "propertydamage" for which you may beheld liable, if you are acontractor and the owner orlessee of such premises, site orlocation has been added to yourpolicy as an additional insuredwith respect to your ongoingoperations performed for thatadditional insured at thatpremises, site or location andsuch premises, site or locationis not and never was owned oroccupied by, or rented orloaned to, any insured, otherthan that additional insured; or BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 5 of 24 (iii)"Bodily injury" or "propertydamage" 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 timetransported, handled, stored,treated, disposed of, or processedas 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 orlocation on which any insured orany contractors or subcontractorsworking directly or indirectly onany insured's behalf areperforming operations if the"pollutants" are brought on or tothe premises, site or location inconnection with such operationsby such insured, contractor orsubcontractor. However, thissubparagraph does not apply to: (i)"Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of theoperations being performedby such insured, contractor orsubcontractor; (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 "propertydamage" 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 statutoryor regulatory requirement that anyinsured or others test for, monitor,clean up, remove, contain, treat,detoxify or neutralize, or in any wayrespond 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 notapply to liability for damages becauseof "property damage" that the insuredwould have in the absence of suchrequest, demand, order or statutory orregulatory requirement, or such claimor "suit" by or on behalf of agovernmental authority. BUSINESS LIABILITY COVERAGE FORM Page 6 of 24 Form SS 00 08 04 05 g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1)A watercraft while ashore on premises you own or rent; (2)A watercraft you do not own that is: (a)Less than 51 feet long; and (b)Not being used to carry persons for a charge; (3)Parking an "auto" on, or on the waysnext to, premises you own or rent,provided the "auto" is not owned by orrented 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 anyinsured and is hired, chartered or loanedwith a paid crew. However, thisexception does not apply if the insuredhas any other insurance for such "bodilyinjury" or "property damage", whetherthe other insurance is primary, excess,contingent or on any other basis. h. Mobile Equipment "Bodily injury" or "property damage"arising out of: (1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or (2)The use of "mobile equipment" in, orwhile in practice or preparation for, aprearranged racing, speed ordemolition contest or in any stuntingactivity. i. War "Bodily injury", "property damage" or"personal and advertising injury", howevercaused, 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 bygovernmental authority in hindering ordefending against any of these. j. Professional Services "Bodily injury", "property damage" or"personal and advertising injury" arisingout of the rendering of or failure to renderany professional service. This includesbut 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, architecturalor engineering activities; (4)Medical, surgical, dental, x-ray or nursing services treatment, advice or instruction; (5)Any health or therapeutic servicetreatment, advice or instruction; (6)Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7)Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 7 of 24 (8)Optometry or optometric servicesincluding but not limited to examinationof the eyes and the prescribing,preparation, fitting,demonstration ordistribution of ophthalmic lenses andsimilar products; (9)Any: (a)Body piercing (not including earpiercing); (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 donot apply to the Incidental MedicalMalpractice coverage afforded underParagraph1.e.in Section A.- Coverages. k. Damage To Property "Property damage" to: (1)Property you own, rent or occupy,including any costs or expensesincurred by you, or any other person,organization or entity, for repair,replacement, enhancement,restoration or maintenance of suchproperty for any reason, includingprevention of injury to a person ordamage 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 propertythat must be restored, repaired orreplaced because "your work" wasincorrectly performed on it. Paragraphs (1),(3)and (4)of thisexclusion do not apply to "propertydamage" (other than damage by fire) topremises, including the contents of suchpremises, rented to you for a period of 7 orfewer consecutive days. A separate Limitof Insurance applies to Damage ToPremises Rented To You as described inSectionD.- 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 donot 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 notapply to "property damage" included in the"products-completed operations hazard". l. Damage To Your Product "Property damage" to "your product"arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if thedamaged work or the work out of whichthe damage arises was performed on yourbehalf by a subcontractor. n. Damage To Impaired Property OrProperty Not Physically Injured "Property damage" to "impaired property"or property that has not been physicallyinjured, 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 lossof use of other property arising out ofsudden and accidental physical injury to"your product" or "your work" after it hasbeen put to its intended use. BUSINESS LIABILITY COVERAGE FORM Page 8 of 24 Form SS 00 08 04 05 o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)"Your product"; (2)"Your work"; or (3)"Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1)Arising out of oral, written or electronicpublication of material, if done by or atthe direction of the insured withknowledge 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 useanother’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 ofthe price of goods, products or services; (7)Arising out of any violation of any intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity. However, this exclusion does not apply to infringement, in your "advertisement", of (a)Copyright; (b)Slogan, unless the slogan is also a trademark, trade name, service mark or other designation of origin or authenticity; or (c)Title of any literary or artistic work; (8)Arising out of an offense committed by an insured whose business is:(a)Advertising, broadcasting, publishing or telecasting; (b)Designing or determining contentof web sites for others; or (c)An Internet search, access, content or service provider. However, this exclusion does notapply to Paragraphs a.,b.and c.under the definition of "personal andadvertising injury" in Section G.–Liability And Medical ExpensesDefinitions. 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 ofanother's name or product in your e-mailaddress, domain name or metatags, orany other similar tactics to misleadanother'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 ofothers on your web site; (c)Contentfromawebsiteofothers displayedwithinaframeorborder on your web site. Content includes information, code, sounds, text, graphics or images; or (d)Computer code, software or programming used to enable: (i)Your web site; or (ii)The presentation or functionality of an "advertisement" or other content on your web site; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 9 of 24 (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15)Arising out of discrimination orhumiliation committed by or at thedirection of any "executive officer",director, stockholder, partner ormember 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 ascoercion, demotion, evaluation,reassignment, discipline,defamation, harassment, humiliationor discrimination directed at thatperson; or (2)The spouse, child, parent, brother or sister of that person as a consequence of "bodily injury" or "personal and advertising injury" to the person at whom any of the employment-related practices described in Paragraphs (a),(b),or(c) above is directed. This exclusion applies: (1)Whether the insured may be liable as an employer or in any other capacity; and (2)To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2)Any damages, judgments, settlements,loss, costs or expenses that: (a)May be awarded or incurred by reason of any claim or suit alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b)Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c)Arise out of any claim or suit fordamages because of testing for,monitoring, cleaning up, removing,encapsulating, containing, treating,detoxifying or neutralizing or in anyway responding to or assessing theeffects 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" arisingdirectly or indirectly out of any action oromission that violates or is alleged to violate: (1)The Telephone Consumer Protection Act (TCPA), including any amendmentof 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 Actof 2003, that prohibits or limits thesending, transmitting, communicating ordistribution of material or information. Damage To Premises Rented To You – Exception For Damage By Fire, Lightning or Explosion Exclusions c.through h.and k.through o.do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in Section D.- Liability And Medical Expenses Limits Of Insurance. BUSINESS LIABILITY COVERAGE FORM Page 10 of 24 Form SS 00 08 04 05 2. Applicable To Medical Expenses Coverage We will not pay expenses for "bodily injury": a. Any InsuredTo 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 SimilarLaws 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 physicalexercises or games, sports or athleticcontests. f. Products-Completed Operations Hazard Included with the "products-completedoperations 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 aninsured. Your members, your partners, andtheir spouses are also insureds, but only withrespect to the conduct of your business. c.A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d.An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders. e.A trust, you are an insured. Your trusteesare also insureds, but only with respect totheir 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 andadvertising 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 "volunteerworker" as a consequence ofParagraph(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 ofproviding professional health careservices, Paragraph (d)does not applyto any nurse, emergency medicaltechnician or paramedic employed byyou to provide such services. (2)"Property damage" to property: (a)Owned, occupied or used by, BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 11 of 24 (b)Rented to, in the care, custody orcontrol of, or over which physicalcontrol is being exercised for anypurpose by you, any of your"employees", "volunteer workers",any partner or member (if you area partnership or joint venture), orany member (if you are a limitedliability 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 YourProperty 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 hasbeen appointed. d. Legal Representative If You Die Your legal representative if you die, butonly with respect to duties as such. Thatrepresentative will have all your rights andduties 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 anysubsidiary not shown in the Declarationsas a named insured does not apply toinjury or damage with respect to which aninsured under this insurance is also aninsured under another policy or would bean insured under such policy but for itstermination or upon the exhaustion of itslimits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form,other than a partnership, joint venture orlimited liability company, and over which youmaintain financial interest of more than 50% ofthe voting stock, will qualify as a NamedInsured if there is no other similar insuranceavailable to that organization. However: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier; and b.Coverage under this provision does notapply 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 inyour name under any motor vehicle registrationlaw, any person is an insured while driving suchequipment along a public highway with yourpermission. Any other person or organizationresponsible for the conduct of such person isalso an insured, but only with respect to liabilityarising out of the operation of the equipment, andonly if no other insurance of any kind is availableto that person or organization for this liability.However, no person or organization is an insuredwith 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 byyou or the employer of any person who isan insured under this provision. 5. Operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is aninsured 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 byyou or the employer of any person who isan insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or organization(s) identified in Paragraphs a.through f.below are additional insureds when you have agreed, in a written BUSINESS LIABILITY COVERAGE FORM Page 12 of 24 Form SS 00 08 04 05 contract, written agreement or because of a permit issued by a state or political subdivision, that such person or organization be added as an additional insured on your policy, provided the injury or damage occurs subsequent to the execution of the contract or agreement, or the issuance of the permit. A person or organization is an additional insured under this provision only for that period of time required by the contract, agreement or permit. However, no such person or organization is anadditional insured under this provision if suchperson or organization is included as anadditional insured by an endorsement issuedby us and made a part of this Coverage Part,including all persons or organizations addedas additional insureds under the specificadditional insured coverage grants in SectionF.– Optional Additional Insured Coverages. a. Vendors Any person(s) or organization(s) (referred tobelow as vendor), but only with respect to"bodily injury" or "property damage" arisingout of "your products" which are distributedor sold in the regular course of the vendor'sbusiness and only if this Coverage Partprovides coverage for "bodily injury" or"property damage" included within the"products-completed operations hazard". (1)The insurance afforded to the vendor is subject to the following additional exclusions: This insurance does not apply to: (a)"Bodily injury" or "propertydamage" for which the vendor isobligated to pay damages byreason of the assumption ofliability in a contract or agreement.This exclusion does not apply toliability for damages that thevendor would have in the absenceof the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical changein the product made intentionallyby 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 suchinspections, adjustments, tests orservicing as the vendor hasagreed to make or normallyundertakes to make in the usualcourse of business, in connectionwith the distribution or sale of theproducts;(f)Demonstration, installation,servicing or repair operations,except such operations performedat the vendor's premises inconnection with the sale of theproduct; (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 "propertydamage" arising out of the solenegligence of the vendor for itsown acts or omissions or those ofits employees or anyone elseacting on its behalf. However, thisexclusion 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 anyinsured person or organization fromwhom you have acquired such products,or any ingredient, part or container,entering into, accompanying orcontaining such products. b. Lessors Of Equipment (1)Any person or organization fromwhom you lease equipment; but onlywith respect to their liability for "bodilyinjury", "property damage" or"personal and advertising injury"caused, in whole or in part, by yourmaintenance, operation or use ofequipment leased to you by suchperson or organization. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 13 of 24 (2)With respect to the insurance affordedto these additional insureds, thisinsurance does not apply to any"occurrence" which takes place afteryou cease to lease that equipment. c. Lessors Of Land Or Premises (1)Any person or organization fromwhom you lease land or premises, butonly with respect to liability arising outof the ownership, maintenance or useof that part of the land or premisesleased 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, newconstruction or demolitionoperations performed by or onbehalf of such person ororganization. d. Architects, Engineers Or Surveyors (1)Any architect, engineer, or surveyor, butonly with respect to liability for "bodilyinjury", "property damage" or "personaland advertising injury" caused, in wholeor in part, by your acts or omissions orthe acts or omissions of those acting onyour 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 affordedto these additional insureds, thefollowing 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, orfailure to prepare or approve,maps, shop drawings, opinions,reports, surveys, field orders,change orders, designs ordrawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. e. Permits Issued By State Or Political Subdivisions (1)Any state or political subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. (2)With respect to the insurance affordedto these additional insureds, thisinsurance 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 yourongoing 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 writtenagreement requires you toprovide such coverage tosuch 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 affordedto these additional insureds, thisinsurance does not apply to: "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: BUSINESS LIABILITY COVERAGE FORM Page 14 of 24 Form SS 00 08 04 05 (a)The preparing, approving, orfailure to prepare or approve,maps, shop drawings, opinions,reports, surveys, field orders,change orders, designs ordrawings and specifications; or (b)Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additionalinsureds are described in Section D.–LimitsOf 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 theDeclarations and the rules below fix the mostwe 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 "bodilyinjury", "property damage" or "personaland advertising injury", including medicalexpenses, is the General Aggregate Limitshown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does notapply to "property damage" to premiseswhile rented to you or temporarilyoccupied by you with permission of theowner, arising out of fire, lightning orexplosion. 3. Each Occurrence Limit Subject to 2.a.or 2.b above, whicheverapplies, the most we will pay for the sum of alldamages because of all "bodily injury","property damage" and medical expensesarising out of any one "occurrence" is theLiability and Medical Expenses Limit shown inthe 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 forthe sum of all damages because of all"personal and advertising injury" sustained byany one person or organization is the Personaland Advertising Injury Limit shown in theDeclarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To YouLimit is the most we will pay under BusinessLiability Coverage for damages because of"property damage" to any one premises, whilerented to you, or in the case of damage by fire,lightning or explosion, while rented to you ortemporarily occupied by you with permission ofthe 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 ororganization who is an additional insuredunder 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 theDeclarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 15 of 24 If more than one limit of insurance under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or ofthe insured's estate will not relieve us of ourobligations 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 toit that we are notified as soon aspracticable of an "occurrence" or anoffense which may result in a claim. Tothe extent possible, notice should include: (1)How, when and where the "occurrence" or offense took place; (2)The names and addresses of anyinjured 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 broughtagainst any insured, you or any additionalinsured 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 TheInsured You and any other involved insured must: (1)Immediately send us copies of anydemands, notices, summonses orlegal papers received in connectionwith 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 defenseagainst the "suit"; and (4)Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's owncost, voluntarily make a payment, assumeany obligation, or incur any expense, otherthan for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply tothe extent that you have agreed in awritten contract, written agreement orpermit that this insurance is primary andnon-contributory with the additionalinsured's own insurance. f. Knowledge Of An Occurrence, Offense,Claim Or Suit Paragraphs a.and b.apply to you or toany additional insured only when such"occurrence", offense, claim or "suit" isknown 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 additionalinsured 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 additionalinsured is a trust; or (6)Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. BUSINESS LIABILITY COVERAGE FORM Page 16 of 24 Form SS 00 08 04 05 This Paragraph f.applies separately to you and any additional insured. 3. Financial Responsibility Laws a.When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and "property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b.With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Form: a.To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b.To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a.As if each Named Insured were the only Named Insured; and b.Separately to each insured against whoma 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 uponrepresentations you made to us; and (3)We have issued this policy in relianceupon your representations. b. Unintentional Failure To DiscloseHazards If unintentionally you should fail to discloseall hazards relating to the conduct of yourbusiness at the inception date of thisCoverage Part, we shall not deny anycoverage under this Coverage Partbecause of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. b. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage,Builder's Risk, Installation Risk orsimilar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosioninsurance for premises rented to youor temporarily occupied by you withpermission 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 BorrowedEquipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section A.– Coverages. BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 17 of 24 (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As AnAdditional Insured To ThisInsurance 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-ContributoryTo Other Insurance WhenRequired 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 willhave no duty under this Coverage Part todefend the insured against any "suit" if anyother insurer has a duty to defend theinsured against that "suit". If no otherinsurer defends, we will undertake to doso, but we will be entitled to the insured'srights against all those other insurers. When this insurance is excess over otherinsurance, we will pay only our share ofthe amount of the loss, if any, thatexceeds 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 otherinsurance. 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 permitscontribution by equal shares, we will followthis method also. Under this approach,each insurer contributes equal amountsuntil it has paid its applicable limit ofinsurance 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 AgainstOthers To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. BUSINESS LIABILITY COVERAGE FORM Page 18 of 24 Form SS 00 08 04 05 F. OPTIONAL ADDITIONAL INSURED COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6.(Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below: 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a.In the performance of your ongoingoperations; or b.In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or LessorsOf Premises a.WHO IS AN INSURED under Section C.isamended to include as an additional insuredthe person(s) or organization(s) shown in theDeclarations as an Additional Insured -Designated Person Or Organization; but onlywith respect to liability arising out of theownership, maintenance or use of that part ofthe premises leased to you and shown in theDeclarations. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2)Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 3. Additional Insured - Grantor Of Franchise WHO IS AN INSURED under Section C.is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of LeasedEquipment 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 tothese additional insureds, the followingadditional 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, newconstruction or demolition operationsperformed by or on behalf of suchperson or organization. 6. Additional Insured - State Or PoliticalSubdivision – Permits a.WHO IS AN INSURED under Section C.isamended to include as an additionalinsured the state or political subdivisionshown in the Declarations as an Additional BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 19 of 24 Insured – State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. b.With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1)"Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality; or (2)"Bodily injury" or "property damage"included in the "product-completedoperations" 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 issubject to the following additional exclusions: (1)This insurance does not apply to: (a)"Bodily injury" or "propertydamage" for which the vendor isobligated to pay damages byreason of the assumption ofliability in a contract or agreement.This exclusion does not apply toliability for damages that thevendor would have in the absenceof 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 unpackedsolely for the purpose of inspection,demonstration, testing, or thesubstitution of parts underinstructions from the manufacturer,and then repackaged in the originalcontainer; (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 performedat the vendor's premises inconnection with the sale of theproduct; (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 "propertydamage" arising out of the solenegligence of the vendor for itsown acts or omissions or those ofits employees or anyone elseacting on its behalf. However, thisexclusion 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 anyinsured person or organization fromwhom you have acquired suchproducts, or any ingredient, part orcontainer, entering into,accompanying or containing suchproducts. 8. Additional Insured – Controlling Interest WHO IS AN INSURED under Section C.isamended to include as an additional insuredthe person(s) or organization(s) shown in theDeclarations as an Additional Insured –Controlling Interest, but only with respect totheir liability arising out of: a.Their financial control of you; or b.Premises they own, maintain or control while you lease or occupy these premises. BUSINESS LIABILITY COVERAGE FORM Page 20 of 24 Form SS 00 08 04 05 This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured – Owners, Lessees OrContractors – Scheduled Person OrOrganization a.WHO IS AN INSURED under Section C.isamended to include as an additionalinsured the person(s) or organization(s)shown in the Declarations as an AdditionalInsured – Owner, Lessees Or Contractors,but only with respect to liability for "bodilyinjury", "property damage" or "personaland advertising injury" caused, in whole orin part, by your acts or omissions or theacts or omissions of those acting on yourbehalf: (1)In the performance of your ongoing operations for the additional insured(s); or (2)In connection with "your work"performed for that additional insuredand included within the "products-completed operations hazard", butonly if this Coverage Part providescoverage for "bodily injury" or"property damage" included within the"products-completed operationshazard". 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, architecturalor engineering activities. 10. Additional Insured – Co-Owner Of Insured Premises WHO IS AN INSURED under Section C.isamended to include as an additional insuredthe person(s) or Organization(s) shown in theDeclarations as an Additional Insured – Co-Owner Of Insured Premises, but only withrespect to their liability as co-owner of thepremises shown in the Declarations. The limits of insurance that apply to additionalinsureds are described in Section D.–LimitsOfInsurance. 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 givenwidespread public distribution. However, "advertisement" does not include: a.The design, printed material, informationor images contained in, on or upon thepackaging or labeling of any goods orproducts; 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 orthreat of exposure to the actual or allegedproperties of asbestos and includes the merepresence of asbestos in any form. 4."Auto" means a land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment". 5."Bodily injury" means physical: a.Injury; b.Sickness; or c.Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6."Coverage territory" means: BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 21 of 24 a.The United States of America (including itsterritories and possessions), Puerto Ricoand 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 ordamage 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 theInternet or similar electronic means ofcommunication 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 orprograms: 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 holdingany of the officer positions created by yourcharter, constitution, by-laws or any othersimilar 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", thatcannot be used or is less useful because: a.It incorporates "your product" or "your work" that is known or thought to be defective, deficient, inadequate or dangerous; or b.You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a.The repair, replacement, adjustment orremoval 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 licenseagreement in connection with constructionor demolition operations on or within 50feet 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 whichyou assume the tort liability of anotherparty to pay for "bodily injury" or "propertydamage" to a third person or organization,provided the "bodily injury" or "propertydamage" is caused, in whole or in part, byyou or by those acting on your behalf.Tort liability means a liability that would beimposed by law in the absence of anycontract 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 includethat part of any contract or agreement: BUSINESS LIABILITY COVERAGE FORM Page 22 of 24 Form SS 00 08 04 05 (1)That indemnifies an architect,engineer or surveyor for injury ordamage 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 theprimary cause of the injury ordamage; 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 ofproperty: 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 andother vehicles designed for use principallyoff public roads; b.Vehicles maintained for use solely on or next to premises you own or rent; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: (1)Power cranes, shovels, loaders, diggers or drills; or (2)Road construction or resurfacing equipment such as graders, scrapers or rollers; e.Vehicles not described in a.,b.,c.,ord. above that are not self-propelled and aremaintained primarily to provide mobility topermanently attached equipment of thefollowing 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 devicesused to raise or lower workers; f.Vehicles not described in a.,b.,c.,ord. 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 poundsgross vehicle weight, designedprimarily for: (a)Snow removal; (b)Road maintenance, but notconstruction 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 andgenerators, including spraying,welding, building cleaning,geophysical exploration, lighting andwell servicing equipment. 16."Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17."Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a.False arrest, detention or imprisonment; b.Malicious prosecution; BUSINESS LIABILITY COVERAGE FORM Form SS 00 08 04 05 Page 23 of 24 c.The wrongful eviction from, wrongful entryinto, or invasion of the right of privateoccupancy of a room, dwelling orpremises 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 ofmaterial that violates a person's right ofprivacy; 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 ininjury to the feelings or reputation of anatural 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 completedor abandoned. However, "your work"will be deemed to be completed at theearliest 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 atthe job site has been completed ifyour contract calls for work atmore than one job site. (c)When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance,correction, repair or replacement, butwhich is otherwise complete, will betreated 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 notphysically injured. All such loss of useshall 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 suchdamages are claimed and to which theinsured must submit or does submit withour 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 isfurnished to you to substitute for a permanent"employee" on leave or to meet seasonal orshort-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; BUSINESS LIABILITY COVERAGE FORM Page 24 of 24 Form SS 00 08 04 05 b.Donates his or her work; c.Acts at the direction of and within the scope of duties determined by you; andd.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 whosebusiness or assets you haveacquired; and (2)Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made atany time with respect to the fitness,quality, durability, performance or useof "your product"; and (2)The providing of or failure to providewarnings 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 equipmentfurnished in connection with such workor operations. b.Includes: (1)Warranties or representations made atany time with respect to the fitness,quality, durability, performance or useof "your work"; and (2)The providing of or failure to provide warnings or instructions. THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 1 of 6 Process Date:08/27/20 Policy Expiration Date:09/28/21© 2000, The Hartford WORKERS’ COMPENSATION BROAD FORM ENDORSEMENT EXTENDED OPTIONS Policy Number:72 WEC LR3783 Endorsement Number:Effective Date:09/28/20 Effective hour is the same as stated on the Information Page of the policy.Named Insured and Address:WESTBOUND COMMUNICATIONS, INC.3850 VINE ST STE 120RIVERSIDECA92507 Section I of this endorsement expands coverage provided under WC 00 00 00.Section II of this endorsement provides additional coverage usually only provided by endorsement.Section III of this endorsement is a Schedule of Covered States.You may use the index to locate these coverage features quickly: INDEX SUBJECT PAGE SUBJECT PAGE SECTION IPARTS ONE and TWO 01 We Will Also PayPART - THREE 02 How This Insurance WorksPART - SIX03Transfer of Your Rights and Duties04LiberalizationSECTION IIVOLUNTARY COMPENSATIONINSURANCE05Voluntary Compensation InsuranceA.How This Insurance AppliesB.We Will PayC.ExclusionsD.Before We PayE.Recovery From OthersF.Employers’ Liability InsuranceEMPLOYERS’ LIABILITY STOP GAPENDORSEMENT06Employers’ Liability Stop GapCoverageA.Stop Gap Coverage Limited toMontana, North Dakota, Ohio,Washington, West Virginia andWyoming 2222 2 22222 22333333 3 3 B.Part One Does Not ApplyC.Application of CoverageD.Additional ExclusionsE.West VirginiaEXTENDED OPTIONS 01 Employers’ Liability Insurance02Unintentional Failure to DiscloseHazards03Waiver of Our Right to Recover fromOthers04Foreign Voluntary CompensationA.How This Reimbursement AppliesB.We Will ReimburseC.ExclusionsD.Before We PayE.Recovery From OthersF.Reimbursement For Actual LossSustainedG.RepatriationH.Endemic Disease05Longshore and Harbor Workers’Compensation Act CoverageEndorsementSECTION III01Schedule of Covered States 33 33 4 44 4 4444555 555 66 Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 2 of 6 SECTION I PARTS ONE and TWO 1.WE WILL ALSO PAY D.We Will Also Pay of Part One (WORKERS’COMPENSATION INSURANCE); and E.We Will Also Pay of Part Two(EMPLOYERS’LIABILITY INSURANCE)isreplaced by the following: We Will Also Pay We will also pay these costs,in addition to other amounts payable under this insurance,as part of any claim,proceeding,or suit we defend: 1.reasonable expenses incurred at ourrequest,INCLUDING loss of earnings; 2.premiums for bonds to releaseattachmentsandforappealbondsinbondamountsupto the limit of ourliability under this insurance; 3.litigation costs taxed against you; 4.interest on a judgment as required by lawuntilweoffer the amount due under thislaw; and 5.expenses we incur. PART THREE 2.How This Insurance Applies Paragraph 4.of A.How This Insurance Applies ofPart3(Other States Insurance)is replaced by thefollowing: 4.If you have work on the effective date of thispolicyinanystatenotlistedinItem3.A.of theInformationPage,coverage will not be affordedforthatstateunlesswearenotifiedwithinsixtydays. PART SIX 3.Transfer Of Your Rights and Duties C.Transfer Of Your Rights and Duties of Part 6(Conditions) is replaced by the following: Your rights or duties under this policy may not be transferred without our written consent. If you die and we receive notice within sixty daysafteryourdeath,we will cover your legalrepresentative as insured. 4.Liberalization If we adopt a change in this form that would broaden the coverage of this form without extra charge,the broader coverage will apply to this policy.It will apply when the change becomes effective in your state. SECTION II VOLUNTARY COMPENSATION ANDEMPLOYERS’LIABILITY COVERAGE 5.Voluntary Compensation Insurance A.How This Insurance Applies This insurance applies to bodily injury byaccidentorbodilyinjurybydisease.Bodilyinjury includes resulting death. 1.The bodily injury must be sustained byanyofficeroremployeenotsubjectto theworkers’compensation law of any stateshowninItem3.A.of the InformationPage. 2.The bodily injury must arise out of and inthecourseofemploymentorincidentaltoworkinastateshowninItem3.A.of the Information Page 3.The bodily injury must occur in the UnitedStatesofAmerica,its territories orpossessions,or Canada,and may occur elsewhere if the employee is a United States or Canadian citizen,or otherwise legal resident,and legally employed,in the United States or Canada and temporarily away fromthose places. 4.Bodily injury by accident must occur duringthe policy period. 5.Bodily injury by disease must be caused oraggravatedbytheconditionsofthe Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 3 of 6 officer’s or employee’s employment.Theofficer’s or employee’s last day of lastexposureto the conditions causing oraggravatingsuchbodilyinjurybydiseasemust occur during the policy period. B.We Will Pay We will pay an amount equal to the benefitsthatwouldberequiredofyouasifyouand your employees were subject to the workers’ compensation law of any state shown in Item 3.A.of the Information Page.We will paythoseamountsto the persons who would beentitled to them under the law. C.Exclusion This insurance does not cover: 1. any obligation imposed by workers’ compensation or occupational diseaselaw or any similar law. 2.bodily injury intentionally caused oraggravated by you. 3.officers or employees who have electednottobesubjectto the state workers’compensation law. 4.partners or sole proprietors not coveredundertheStandardSoleProprietors, Partners,Officers and Others Coverage Endorsement. D.Before We Pay Before we pay benefits to the personsentitled to them, they must: 1.Release you and us,in writing,of allresponsibility for the injury or death. 2.Transfer to us their right to recover fromotherswhomayberesponsiblefor theinjury or death. 3.Cooperate with us and do everythingnecessarytoenableustoenforcetheright to recover from others. If the persons entitled to the benefits of thisinsurancefailtodothosethings,our duty topayendsatonce.If they claim damagesfromyouorfromusfor the injury or death, our duty to pay ends at once. E.Recovery From Others If we make a recovery from others,we willkeepanamountequaltoourexpensesofrecoveryandthebenefitswepaid.We will pay the balance to the persons entitled to it If the persons entitled to the benefits of thisinsurancemakearecoveryfromothers,theymust reimburse us for the benefits we paid them. F.Employers’ Liability Insurance Part Two (Employers’Liability Insurance)appliestobodilyinjury covered by this endorsement asthoughtheStateofEmploymentwasshowninItem 3.A. of the Information Page. This provision 5.does not apply in New Jersey orWisconsin. EMPLOYERS’ LIABILITY STOP GAP COVERAGE 6.Employers’ Liability Stop Gap Coverage A.This coverage only applies in Montana,NorthDakota, Ohio,Washington,West Virginia andWyoming. B.Part One (Workers’Compensation Insurance)does not apply to work in states shown inParagraph A above. C.Part Two (Employers’Liability Insurance)appliesinthestates,shown in Paragraph A.,as thoughtheywereshowninItem3.A.of the InformationPage. D.Part Two,Section C.Exclusions is changed byadding these exclusions. This insurance does not cover; 5.bodily injury intentionally caused oraggravatedbyyouorinOhiobodilyinjuryresultingfromanactwhichisdeterminedbyanOhiocourtoflawtohavebeencommittedbyyouwiththebeliefthan an injury issubstantiallycertaintooccur.However,thecostofdefendingsuchclaimsorsuitsinOhiois covered. 13.bodily injury sustained by any member of theflying crew of any aircraft. 14. any claim for bodily injury with respect towhichyouaredeprivedof any defense ordefensesorareotherwisesubjecttopenaltybecauseofdefaultinpremiumundertheprovisionsoftheworkers’compensation lawor laws of a state shown in Paragraph A. E.This insurance applies to damages for which you are liable under West Virginia Code Annot.S 23- 4-2. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 4 of 6 EXTENDED OPTIONS 1.Employers’ Liability Insurance Item 3.B.of the Information Page is replaced bythe following: B.Employers’ Liability Insurance: 1.Part Two of the policy applies to work ineach state listed in Item 3.A. The Limits of Liability under Part Two arethe higher of: Bodily Injuryby Accident $500,000 Each Accident Bodily Injuryby Disease $500,000 Policy Limit Bodily Injuryby Disease $500,000 Each Employee OR 2.The amount shown in the InformationPage. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of OurLiability are unlimited. In this provision the limits are changed from$500,000 to $1,000,000 in California. 2.Unintentional Failure to Disclose Hazards If you unintentionally should fail to disclose all existing hazards at the inception date of your policy,we shall not deny coverage under thispolicy because of such failure. 3.Waiver of Our Right To Recover From Others A.We have the right to recover our paymentsfromanyoneliableforaninjury covered bythispolicy.We will not enforce our rightagainstanypersonororganizationforwhomyouperformworkunderawrittencontractthatrequiresyoutoobtainthisagreementfrom us. This agreement shall not operate directly orindirectlytobenefitanyonenotnamedintheagreement. B.This provision 3.does not apply in the statesof Pennsylvania and Utah. 4.Foreign Voluntary Compensation and Employers’Liability Reimbursement A.How This Reimbursement Applies This reimbursement provision applies to bodilyinjurybyaccidentorbodilyinjurybydisease.Bodily injury includes resulting death. 1.The bodily injury must be sustained by anofficer or employee. 2.The bodily injury must occur in the course ofemploymentnecessaryorincidentaltoworkinacountrynotlistedinExclusionC.1.of thisprovision. 3.Bodily injury by accident must occur duringthe policy period. 4.Bodily injury by disease must be caused oraggravatedbytheconditionsofyouremployment.The officer or employee’s lastexposuretothoseconditionsofyouremploymentmustoccurduringthepolicyperiod. B.We Will Reimburse We will reimburse you for all amounts paid byyou whether such amounts are: 1.voluntary payments for the benefits thatwouldberequiredofyouifyouandyourofficersoremployeesweresubjecttoanyworkers’compensation law of the state ofhire of the individual employee. 2.sums to which Part Two (Employers’LiabilityInsurance)would apply if the Country ofEmploymentwereshowninItem3.A.of theInformation Page. C.Exclusions This insurance does not cover: 1. any occurrences in the United States,Canada,and any country or jurisdictionwhichisthesubjectoftradeoreconomicsanctions imposed by the laws or regulationsoftheUnitedStatesofAmericaineffectas ofthe inception date of this policy. 2. any obligation imposed by a workers’compensation or occupational disease law,or similar law. 3.bodily injury intentionally caused oraggravated by you Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 5 of 6 4.liability for any consequence,whetherdirectorindirect,of war,invasion,act ofForeign enemy,hostilities (whether warbedeclaredornot), civil war,rebellion,revolution, insurrection or military orusurpedpower.No endorsement now orsubsequentlyattachedtothispolicyshallbeconstruedasoverridingorwaivingthislimitationunlessspecificreferenceismade thereto. D.Before We Pay Before we reimburse you for the benefits tothepersonsentitledtothem,you must havethem: 1.release you and us,in writing,of allresponsibility for the injury or death, 2.transfer to us their right to recover fromotherswhomayberesponsiblefortheirinjury or death, 3.cooperate with us and do everythingnecessarytoenableustoenforcetheright to recover from others. If the persons entitled to the benefits paid failtodothesethings,our duty to reimburseendsatonce.If they claim damages from usfor the injury or death,our duty to reimburseends at once. E.Recovery From Others If we make a recovery from others,we willkeepanamountequaltoourexpensesofrecoveryandthebenefitswereimbursed.We will pay the balance to the personsentitledtoit.If persons entitled to thebenefitsmakearecoveryfromothers,theymustrepayusfor the amounts that we havereimbursed you. F.Reimbursement for Actual LossSustained This endorsement provides only forreimbursementfor the loss you actuallysustain.In order for you to recover loss orexpensesunderthisreimbursementyoumust: 1.actually sustain and pay the loss orexpense in money after trial, or 2.secure our consent for the payment ofthe loss or expense. G.Repatriation Our reimbursement includes the additionalexpenses of repatriation to the United States of America necessarily incurred as a direct resultof bodily injury. Our reimbursement shall be limited as follows: 1.to the amount by which such expensesexceedthenormalcostofreturningtheofficer or employee if in good health, or 2.in the event of death,to the amount by whichsuchexpensesexceedthenormalcostofreturningtheofficeroremployeeifaliveandin good health. In no event shall our reimbursement exceed thebodilyinjurybyaccidentlimitshowninItem3.B.of the Information Page as respects any onesuch officer or employee whether dead or alive. H.Endemic Disease The word “disease”includes any endemicdiseases. The coverage applies as if endemic diseaseswere included in the provisions of the workers’compensation law. 5.Longshore and Harbor Workers’CompensationAct Coverage General Section C.Workers’Compensation Lawis replaced by the following: C.Workers’ Compensation Law Workers’Compensation Law means the workersorworkers’compensation law and occupationaldiseaselawofeachstateorterritorynamedinItem3.A.of the Information Page and theLongshoreandHarborWorkers’CompensationAct(33 USC Sections 901-950).It includes anyamendmentstothoselawsthatareineffectduringthepolicyperiod.It does not include any other federal workers or workers’compensationlaw,other federal occupational disease law or theprovisionsof any law that provide nonoccupational disability benefits. Part Two (Employers’Liability Insurance),C.Exclusions,exclusion 8,does not apply to worksubjectto the Longshore and Harbor Workers’Compensation Act. This coverage does not apply to work subject totheDefenseBase Act,the Outer ContinentalShelfLandsAct,or the Nonappropriated FundInstrumentalities Act. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00)Page 6 of 6 SECTION III 1.SCHEDULE OF COVERED STATES A.This endorsement only applies in the stateslisted in this Schedule of Covered States. B.If a state, shown in Item 3.A.of the InformationPage,approves this endorsement after theeffectivedate of this policy,this endorsement willapplytothispolicy.The coverage will apply inthenewstateontheeffectivedate of the stateapproval C.Schedule of Covered States: CA Countersigned by Authorized Representative