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HomeMy WebLinkAboutTrue North Research Inc; 2022-02-08;AGREEMENT FOR REVENUE MEASURE FEASIBILITY STUDY SERVICES TRUE NORTH RESEARCH, INC. THIS AGREEMENT is made and entered into as of the BJ:h_ day of February, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"}, and True North Research, Inc., a California Corporation, ("Contractor"). RECITALS A. City requires the professional services of a survey research and consulting firm that is experienced in providing voter opinion research and revenue measure consulting services. B. Contractor has the necessary experience in providing professional services and advice related to surveying and statistically evaluating voters' support for local revenue measures and structuring ballot measures that are consistent with voter priorities. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for two additional one-year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty-nine thousand eight hundred fifty dollars ($29,850). 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 one hundred thousand dollars ($100,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". City Attorney Approved Version 6/12/18 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. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating City Attorney Approved Version 6/12/18 2 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. 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. City Attorney Approved Version 6/12/18 3 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Scott Chadwick Title City Manager Department City Manager's Office City of Carlsbad Address 1200 Carlsbad Village Drive Carlsbad, CA 92008 Phone No. 760-434-2820 For Contractor Name Timothy Mclarney Title President Address 1592 N Coast Highway 101 Encinitas CA 92024 Phone No. 760.632.9900 Email mclarney@tn-research.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 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. YesD No"tJ_ City Attorney Approved Version 6/12/18 4 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 semedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable 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 City Attorney Approved Version 6/12/18 5 Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where.a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. II II II II City Attorney Approved Version 6/12/18 6 EXHIBIT "A" SCOPE OF SERVICES The scope of services to be performed for the City includes all tasks associated with designing, conducting and analyzing the voter opinion research and providing revenue measure consulting services, as well as presenting the survey results. The scope of services includes: a. Meet with the City to thoroughly discuss the research objectives and methodology for the study, as well as discuss potential challenges, concerns, and issues that may surround the study. b. Develop a stratified and clustered sample of voters who-based on their voting history and registration status-are likely to participate in the election of interest (November 2022) on the natural or through targeted outreach efforts. c. Develop a draft questionnaire for the City's review and make revisions as needed until all parties approve of the instrument. d. Pre-test the survey instrument to ensure its integrity. e. CATI (Computer Assisted Telephone Interviewing) program the finalized survey instrument to ensure accurate and reliable data collection using live telephone interviewers. f. Web program the same survey instrument to allow for secure, password-protected online survey participation and data collection. g. Recruit participation in the survey using a combination of email, text messages, and telephone calls. h. Collect at least 600 quality interviews according to the sampling plan and a strict interviewing protocol. Interviewers will be professional, high quality interviewers. It is expected that the average interview will last up to 17 minutes. i. Process the data, which includes conducting validity checks, cleaning, recoding, coding open-end responses and adjusting for strategic oversampling (if used) through a statistical 'weighting' process. j. Prepare an initial topline summary which presents the overall findings of the survey. k. Prepare a thorough report on the findings, including a detailed question-by-question analysis, description of the methodology, an executive summary of the key findings and conclusions/recommendations, as well as a comprehensive set of crosstabulations showing how the answers varied by subgroups of voters. The report will include extensive full-color graphics displaying the findings, as well as insightful narrative discussion of the results and their implications. I. Prepare an electronic copy of the final report to allow the City to reproduce the report as needed. m. Prepare a PowerPoint presentation of the results and present the results to the City staff and City Council, as needed. n. Be available to assist and provide advice to the City after the survey is complete. Fee Schedule True North's fixed-fee cost td complete the scope of services is $29,850. This cost is inclusive- there will be no additional charges associated with the study. · City Attorney Approved Version 6/12/18 8 NOTEPAD INSURED'S NAME True North Research, Inc. Kidnap & Extortion Coverage: Policy# 8261-8497 -Chubb Kidnapping, Extortion Threat & Express Kidnap Coverage: Custody Coverage: Expense Coverage: Accidental Loss Coverage: $250,000 $1,250,000 TRUEN-1 OP ID: ED Insurance $1,000,000 $1,000,000 $1,000,000 Loss of Life Benefit Amount Event Benefit Amount Mutilation Accidental Loss other than Mutilation: 100% of loss of life benefit 100% of loss of life benefit Legal Liability Costs: Emergency Political Repatriation Expense: Disappearance Investigation Expense: Express Kidnap Costs: Hostage Crisis Costs: $1,000,000 $250,000 $250,000 $250,000 $250,000 Foreign Liability -Policy# PHFD95000575-001 -Chubb Insurance $1,000,000 Each Occurrence $2,000,000 General Aggregate _ $2,000,000 Products-Completed Operations Aggregate $1,000,000 Personal & Advertising Injury Limit $1,000,000 Damage to Premises Rented to you $25,000 Medical Expense Employee Benefits Liability $1,000,000 Each Claim $1,000,000 Aggregate Contingent Auto Liability $1,000,000 Each Accident PAGE 2 Date 01/21/2022 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF SUBROGATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM We waive any right of recovery we may have against: 1. Any person or organization shown in the Declarations, or 2. Any person or organization with whom you have a contract that requires such waiver. Form SS 12 15 03 00 Page 1 of 1 © 2000, 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 quallfylng 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. -Llablllty And Medical Expenses Definitions. A. COVERAGES 1. BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE, PERSONAL AND ADVERTISING INJURY) Insuring Agreement a. We will pay those sums that the Insured becomes legally obligated to pay as damages because of "bodily Injury", "property damagen or "personal and advertising Injury" to which this Insurance applies. We will have the right and duty to defend the Insured against any "suit" seeking those damages. However, we will have no duty to defend the Insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this Insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or 0suit" that may result. But: (1) The amount we wlll 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 explicttly 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 "property damage" Is caused by an "occurrence" that takes place In the "coverage territory"; (b) The "bodOy Injury" or "property damage0 occurs during the policy period;and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. -Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or In part. If such a listed insured or authorized 0employee" knew, prior to the policy period, that the "bodlly Injury" or "property damage" occurred, then any continuation, change or resumption of such "bodily Injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising Injury" caused by an offense arising out of your business, but only if the offense was committed In the "coverage territory" during the policy period. c. "Bodily injury0 or "property damage" will be deemed to have been known to have occurred at the earliest time when any Insured listed under Paragraph 1. of Section c. -Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or claim: (1) Reports all, or any part, of the "bodlly Injury" or "property damage" to us or any other Insurer; Page1 of24 Fonn SS DO 08 04 OS © 2005, The Hartford BUSINESS LIABILITY COVERAGE FORM (2) Receives a written or verbal demand or claim for damages because of the "bodily Injury" or "property damage"; or (3) Becomes· aware by any other means that "bodily lnjurya or "property damage" has occurred or has begun to occur. d, Damages because of abodlly Injury" Include damages claimed by any person or organization for care, loss of services or death resulting at any time from the "bodily Injury". e. Incidental Medical Malpractice (1) "Bodily Injury" arising out of the rendering of or failure to render professional health care · services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an voccurrence", but only If: {a) The physician, dentist, nurse, emergency medical technician or paramedic Is employed by you to provide such services; and (b) You are not engaged In the business or occupation of providing such services. (2) For the purpose of determining the limits of Insurance for Incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence". 2, MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "codlly Injury" caused by an accident (1) On premises you own or rent; (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that (1) The accident takes place In the "coverage territory'' and during the policy period; (2) The expenses are Incurred and reported to us within three years of the date of the accident; and (3) The Injured person submits to Page2of24 examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of Insurance. We will pay reasonable expenses for: (1) First aid administered at the time of an accident: (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3, COVERAGE EXTENSION • SUPPLEMENTARY PAYMENTS a. We will pay, with respect to any claim or "suit" we investigate or settle, or any nsuif' against an insured we defend: (1) All expenses we Incur. (2) Up to $1,000 for the cost of ball bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the appllcable 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 nsult", Including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the Insured In the "suita. (6) Prejudgment Interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of Insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7] All Interest on the full amount of any judgment that accrues after entry of the Judgment and before we have paid, offered to pay; or deposited In court the part of the Judgment that Is within the appllcable limit of Insurance. Any amounts paid under (1) through (7) above will not reduce the limits of Insurance. Form SS 00 08 04 05 b, If we defend an Insured against a "suit" and an lndemnitee of the Insured is also named as a party to the nsuit", we will defend that lndemnitee If all of the following conditions are met: (1) The nsult" against the lndemnitee seeks damages for which the insured has assumed the liability of the indemnitee In a contract or agreement that Is an "Insured contract''; (2) This Insurance applies to such liability assumed by the Insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the Insured in the same "Insured contract''; (4) The allegations In the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the Insured and the interest of the lndemnltee; (5) The lndemnltee and the Insured ask us to conduct and control the defense of that lndemrutee against such ~sulf' and agree that we can assign' the same counsel to defend the insured and the lndemnltee; and (6) The lndemnitee: (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 pf;!pers received in connectlon with the "suit"; (iii) Notify any other Insurer whose coverage is available to the lndemnltee: and (Iv) Cooperate with us with respect to coordinating other applicable Insurance avallable to the lndemnitee; and (b) Provides us with written authorization to: (Q Obtain records and other information related to the "suif'; and {ii) Conduct and control the defense of the lndemnltee In such •suit". Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM So long as the above condlttons are met, attomeys' fees Incurred by us In the defense of that indemnltee, necessary litigation expenses Incurred by us and · necessary lltlgat!on expenses incurred by the indemnltee at our request wili be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily Injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's lndemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of Judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement descnbed In Paragraph (6) above, are no longer met B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily Injury" or "property damage0 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 Llabillty (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 llabflity for damages because of: (a) "Bodily Injury", "property damage" or "personal and advertising injury" that the Insured would have in the absence of the contract or agreement; or Page3of24 BUSINESS LIABILITY COVERAGE FORM (b} "Bodily Injury" or "property damage" assumed In a contract or agreement that is an ''insured contract", provided the "bodily Injury" or "property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed In an "insured contract", reasonable attomeys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of "bodily injury" or "property damage" provided: (I) Uablllty to such party fer, or for the cost of, that party's defense has also been assumed in the same "insured contract", and (II} Such attorneys' fees and litigation expenses are for defense of that party against a civil or al~rnatlve dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Uquor Uabllity "Bodily Injury" or "property damage" for which any Insured may be held llable by reason of: (1) causing or contributing to the Intoxication of any person: (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; or (3) Any statute, ordinance or regulation relating to the sale, gift, distribution or use of alcoholic beverages. This exclusion applies only If you are In the business of manufacturing, distributing, seRing, serving or furnishing alcoholic beverages. d. Workers' Compensation And Similar Laws Any obligation of the Insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Uabllity "Bodily injury" to: (1) An "employee" of the insured arising out of and in the course of: (a) Employment by the Insured; or Page4of24 (b) Performing duties related to !he conduct of1he lnsured's business, or (2) The spouse, child, parent, brother or sister of that 0 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 obllgatlon to share damages with or repay someone else who must pay damages because of the Injury. This exclusion does not apply to liability assumed by the insured under an "Insured contract". f. Pollution (1) "Bodily Injury•, "property damage" or •personal and advertising Injury'' arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of "pollutants": (a) At or from any premises, site or location which Is or was at any time owned or occupied by, or rented or loaned to any insured. However, this subparagraph does not apply to: (I) "Bodily Injury'' If sustained within a building and caused by smoke, fumes, vapor or soot produced by or originating from equipment that Is used to hea~ cool or dehumidify 1he bulldlng, or equipment that Is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury" or nproperty damage" for which you may be held liable, If you are a contractor and the owner or lessee of such premises, site or location has been added to your poDcy as an addllional Insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location Is not and never was owned or occupied by, or rented or loaned to, any Insured, other than that additional Insured; or Form SS 00 08 04 05 (Iii) "Bodily Injury" or "property damage" arising out of heat, smoke or fumes from a "hostile fire"; (b) At or from any premises, site or location which Is or was at any time used by or for any Insured or others for the handling, storage, disposal, processing or treatment ofwaste; (c} Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured; or (II) Any person or organization for Whom you may be legally responsible; (d) At or from any premises, site or location on which any Insured or any contractors or subcontractors working directly or Indirectly on any lnsured's behalf are performing operations If the "pollutants" are brought on or to the premises, site or location In connection with such operations by such Insured, contractor or subcontractor. However, this subparagraph does not apply to: (I) "Bodlly Injury" or "property Form ss oo 08 04 05 damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of "mobile equipment" or its par1s, 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 "bodlly Injury" or "property damage0 arises out of the Intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or If such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the Intent that they be discharged, dispersed or BUSINESS LIABILITY COVERAGE FORM released as part of the operations being performed by such insured, contractor or subcontractor; (Ii) "Bodlly Injury" or "property damage0 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 uproperty damage" arising out of heat, smoke or fumes from a "hosHle 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, trea~ detoxify or neutrarize, or In any way respond to, or assess the effects of, "pollutants". (2) Any loss, cost or expense arising out of any: (a) Reques~ demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of, "pollutants"; or (b) Claim or suit by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". However, this paragraph does not apply to liability for damages because of "property damage" that the insured would have In the absence of such request, demand, order or statutory or regulatory requiremen~ or such claim or "suit'' by or on b~half of a governmental authority, Page5of24 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft, "auto" or watercraft owned or operated by or rented or loaned to any Insured, Use Includes operation and "loading or unloading". This exclusion applles even If the clalms 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 entrusbnent to others of any aircraft, nauto" or watercraft 1hat Is owned or operated by or rented or loaned to any insured. This exclusion does not apply to: (1) A watercraft whlle ashore on premises you own or rent; (2) A watercraft you do not own that Is: (a) Less than 51 feet long; and (b) Not being used to carry persons for a charge; (3) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" Is not owned by or rented or loaned to you or the Insured; (4) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft or watercraft; (5) "Bodily injury" or "property damage" arising out of the operation of any of the equipment listed In Paragraph f,(2) or f,(3) of the definition of "moblle equipment''; or (6) An aircraft that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this excepllon does not apply if the Insured has any other Insurance for such "bodily injury" or "property damage", whether the other Insurance is primary, excess, contingent or on any other basis. h. Moblle Equipment "BodUy lnJury" or "property damage• arising out of: (1) The transportation of "moblle equipment" by an "auto" owned or operated by or rented or loaned to any Insured; or Page6of24 (2) The use of "mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. I. War "Bodily Injury", "property damage"· or "personal and advertising injury", however caused, arising, directly or indlrectly, out of: (1) War, including undeclared or civil war; . (2) Warlike action by a military force, Including acUon 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, rebefUon, revolution, usurped power, or action taken by governmental authority In hindering or defending against any of these. J. Professional Services "Bodily lnJury", "property damagea or "personal and advertising Injury" arising out of the rendering of or failure to render any professional service. This Includes but Is not limited to: (1) Legal, accounting or adverflslng services: (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications: (3) Supervisory, Inspection, architectural or engineering activities: (4) Medical, surgical, dental, x-ray or nursing services treatment, advice or Instruction; (5) Any health or therapeutic service treatment, advice or Instruction; (6) Any service, treatment, advice or Instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services Including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; Form ss DO 08 04 05 (8) Optometry or optometric services including but not limited to examination of the eyes and the prescnblng, preparation, fitting,demonstrafion or distribution of ophlhalmlc lenses and similar products; (9) Any:. (a) Body piercing (not including ear piercing); (b) Tattooing, including but not llmlted to the Insertion of pigments Into or under the skin; and (c) Sfmllar services; (10) Services in the practice of pharmacy; and (11) Computer consulting, design or programming services, Including web site design. Paragraphs (4) and (5) of this exclusion do not apply to the lncldental Medical Malpractice coverage afforded under Paragraph 1.e. In Section A.-Coverages. k. Damage To Property "Property damage• to: (1) Property you own, rent or occupy, Including any costs or expenses incurred by you, or any other person, organization or entity, · for repair, replacement, enhancement, restoration or maintenance of such property for any reason, lncludlng prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon,-lfthe "property damage" arises out of any part of those premises; (3) Property loaned to you; (4) Personal property In the care, custody or control of the Insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, If the "property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Fonn SS 00 08 04 05 BUSINES~ LIABILITY COVERAGE FORM Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by tire) to premises, Including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate Limit of Insurance applies to Damage To Premises Rented To You as described In Section D. • Limits Of Insurance. Paragraph (2) of this exclusion does not apply If the premises are "your work" and were never occupied,. rented or held for rental by you. Paragraphs (3) and (4) of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liabillty assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a Job site. Paragraph (6) of this exclusion does not apply to "property damage0 Included In the "products-completed operations hazard". I. Damage To Your Product "Property damage" to "your product" arising out of it or any part of It. m. Damage To Your Work 0Property damage" to 0your work" arising out of It or any part of it and Included in the "products-completed operations hazard". This exclusion does not apply If the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. · n. Damage To Impaired Property Or Property Not Physically Injured "Property damage" to "Impaired property" or property that has not been physically Injured, arising out of: (1) A defect, deficiency, Inadequacy or dangerous condition In "your product" or "your work0 ; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with Its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical Injury to "your product0 or "your work" after it has been put to its Intended use. Page 7 of24 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired Property Damages claimed for any loss, cost or expense Incurred by you or others for the loss of use, withdrawal, recall, Inspection, repair, replacement, adjustment, removal or disposal of: (1) "Your product"; (2) ''Yourwork"; 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 lt. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written or electronic publlcatlon of material, if done by or at the direction of the Insured with knowledge of its falsity; (2) Arising out of oral, written or electronic publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the Insured; (4) Arising out of any breach of contract, except an Implied contract to use another's "advertising Idea" In your "advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made In your "advertisement''; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of any violation of any Intellectual property rights such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of orlgin or authenticity. Page 8of24 However, this exclusion does· not apply to infringement, in your "advertisementn, 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, broadc_asting, publishing or telecasting; (b) Designing or detennlnlng content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of "personal and advertising Injury" in Section G. - Liability And Medical Expenses Definitions. For the pur:poses of this exclusion, placing an "advertisement" for or linking to others on your web site, by itself, Is not considered the business of advertising, broadcasting, publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the Insured hosts, owns, or over which the Insured exercises control; (10) Arising out of the unauthorized use of another's name or product In your e-mail address, domain name or metatags, or any other slmllar tactics to mislead another's potential customers; (11) Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the Insured would have in the absence of such state or federal act; (12) Arising out of: (a) An °advertlsement" for others on your web site; (b) Placing a link to a web site of others on your web site; (c) Content from a web site of others displayed within a frame or border on your web site. Content Includes Information, code, sounds, text, graphics or images; or (d) Computer code, software or programming used to enable: (I) Your web site; or (II) The presen1alion or functionality of an "advertisement" or otiler content on yourweb site; form SS 00 08 04 05 (13) Arising out of a violation of any anti- trust law; (14) Arising out of the fluctuation in price or value of any stocks, bonds or other securities; or (15) Arising out of discrimination or humlllatlon committed by or at the direction of any "executive officer", director, stockholder, partner or member of the Insured, . q, Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, lnablllty 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 pracllces, policies, acts or omissions, such as coercion, demotion, evaluation, reassign men~ discipline, defamation, harassment, humlllatlon or discrimination directed at that person; or (2} The spouse, child, paren~ brother or sister of that person as a consequence of "bodlly 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 llable as an employer or In any other capacity; and (2) To any obligation to share damages with or repay someone else who must pay damages because of the Injury. s. Asbestos (1) "Bodily Injury", ''property damage" or "personal and advertising Injury" arising out of the "asbestos hazard". (2} Any damages, judgments, settlements, loss, costs or expenses that Form SS 00 OB 04 05 BUSINESS LIABILITY COVERAGE FORM (a) May be awarded or Incurred by reason of any claim or suit alleging actual or threatened Injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the "asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any Insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or In any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or suit for damages because of tesfing fer, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutrarlZing or In any way responding to or assessing the effects of an "asbestos hazard". t. Violation Of Statutes That Govern e .. Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or Information "Bodily lnjurya, "property damage", or "personal and advertising injury" arising dlrectly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act (TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, Including any amendment of or addition to such law; or (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act of 2003, that prohibits or Omits ffle sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You - Exception For Damage By Fire, Lightning or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applles to this coverage as described In Section D. ~ Liability And Medical Expenses Limits Of Insurance. Page 9 of24 BUSINESS LIABILITY COVERAGE FORM 2, Applicable To Medical Expenses Coverage We will not pay expens~ for "bodily injury0: a. Any Insured To any insured, except "volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any Insured or a tenant of any insured. c. Injury On Normally Occupied Premises To a person Injured on that part of premises you own or rent that the person normally occupies. d. Workers' Compensation And Similar Laws To a person, whether or not an "employee" of any Insured, If benefitS for the "bodily Injury" are payable or must be provided under a workers' compensation or disability benefits law or a similar law. e. Athletics Activities To a person Injured while practicing, Instructing or participating in any physical exercises or games, sports or athletic contests. f. Products-Completed Operations Hazard Included with the "products-completed operations hazard". g. Business Uablllty Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated In the Declarations as: a. An individual, you and your spouse are Insureds, but only with respect to the conduct of a business of which you are the sole owner. b, A partnership or joint venture, you are an Insured. Your members, your partners, and their spouses are also Insureds, but only with respect to the conduct of your business. c. A limited llablllty 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 llabifity 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 llability as stockholders. Page10 of24 e. A trust, you are an Insured. Your trustees are also Insureds, but only with respect to their duties as trustees. 2. Each of the following is also an Insured: a. Employees And Volunteer Workers Your "volunteer workers" only while· performing duties related to the conduct of your business, or your "employees", other than either your "executive officers" (if you are an organlzaHon other than a partnership, joint venture or limited liability company) or your managers (if you are a limited llablllty company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these "employees" or "volunteer workers" are Insureds for: (1) "Bodily Injury" or "personal ·and advertising Injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members ("d' you are a llmlted liability company), or to a co-"employeea while In the course of his or her employment or performing duties related to the conduct of your business, or to your other ''volunteer workers" while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co- "employee" or that "volunteer worker" as a consequence of Paragraph (1)(a) above; (c) For which there ls any obligation to share damages with or repay someone else who must pay . damages because of the Injury described In Paragraphs (1)(a) or (b) above: or (d) Arising out of his or her providing or failing to provide professional health care services. ' If you are not in the business of providing professional health care services, Paragraph (cl) does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such se_rylces. . (2) "Property damage" to property: (a) Owned, occupied or used by, Form SS 00 08 04 05 (b) Rented to, In the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", ''volunteer workers0, any partner or member (If you are a partnership or Joint venture), or any member (if you are a limited !lablllty company). b. Real Estate Manager Any person (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property If you die, but only: (1) With respect to liablUty arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d, Legal Representative If You Die Your legal representative If you die, but only with respect to duties as such. That representative will have all your rights and duties under this Insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which Is a legally Incorporated entity of which you own a financial Interest of more than 50% of the voUng stock on the effective date of this Coverage Part. The Insurance afforded herein for any subsidiary not shown in the Declarations as a named Insured does not apply to Injury or damage with respect to which an Insured under this Insurance Is also an Insured under another policy or would be an Insured under such policy but for its tenninaUon or upon the exhaustion of Its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, Joint venture or limlted liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured If there Is no other similar Insurance available to that organization. However: a. Coverage under this provision Is afforded only until the 180th day after you acquire or fonn the organization or the end of the policy period, whichever Is earlier; and F~rm SS 00 OB 04 05 BUSINESS LIABILITY COVERAGE FORM b. Coverage under this provision does not apply to: (1) "Bodily injury'' or 0property damage" that occurred; or (2) "Personal and advertising Injury" arising out of an offense committed before you acquired or fanned the organization. 4, Operator Of Mobile Equipment With respect to "mobile equipment'' registered In your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person Is also an Insured, but only with respect to llablllly arising out of the operation of the equipment, and only if no other Insurance of any kind Is avallable to that person or organization for this liability. However, no person or organization is an Insured with respect ta: a. ueodlly injury'' to a co-"employee" of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an lns~red 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 ls an insured with respect to: a. aBodily Injury" to a co-"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who Is an insured under this provision. &. Addltlonal · Insureds When Required By Written Contract, Written Agreement Or Permit The person{s) or organizaUon(s) Identified In Paragraphs a. through f. below are add!Uonal insureds when you have agreed, In a written Page 11 of24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a permit Issued by a state or polftlcal 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 addltlonal Insured under this ~provision only for that period of time required by the contract, agreement or pennlt. However, no such person or organizatlqn Is an additional Insured under this provision If such person or organization Is Included as an additlonal insured by an endorsement issued by us and made a part of this Coverage Part, Including all persons or organizations added as addltfonal Insureds under the specific additional Insured coverage grants in Section F. -Opflonal Additional Insured Coverages. a. Vendors Any person(s) or organlzation(s) (referred to below as vendor), but only with respect to nbodily Injury" or 0property damage0 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 0bodlly 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: Page12of24 This Insurance does not apply to: (a) "Bodily Injury• or nproperty damage0 for which the vendor Is obllgated to pay damages by reason of the assumption of llability In a contract or agreement. This exclusion does not apply to Uablllty for damages that the vendor would have In the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made Intentionally by the vendor; (d) Repackaging, except when unpacked ,solely for the purpose of Inspection, demonstration, testing, or the substitution of parts under Instructions from the manufacturer, and then repackaged In the original container; (e) Any failure to make such Inspections, adjustments, tests or servicing as the vendor has agreed to make or nonnally undertakes to make In the usual course of business, in connection with the distribution or safe of the products; (f) Demonstration, Installation, servlcfng or repair operations, except such operations performed at the vendor's premfses In connection with the sale of the product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or Ingredient of any other thing or substance by or for the vendor; or (h) 0Bodlly injury" or "property damage0 arising out of the sole neglfgence of the vendor for Its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i) The exceptions contained In Subparagraphs (d) or (f); or (ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normaRy undertakes to make in the usual course of business, in connection with the distribution or sale of the products. · (2) This Insurance does not apply to any Insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering Into, accompanying or containing such products. b. Lessors Of Equipment (1) Any person or organization from whom you lease equipment; but only with respect to thefr llablllty for 0bodily lnjury0 I "property damage0 or "personal and advertising injury" caused, In whole or In part, by your maintenance, operation or use of equipment leased to you by such person or organization. Form ss oo 08 04 05 (2) With respect to the Insurance afforded to these additional Insureds, this Insurance does not apply to any "occurrence" which takes place after you cease to lease that equipment c. Lessors Of Land Or Premises (1) Any person or organization from whom you lease land or premises, but only with respect to llablllty arising out of the ownership, maintenance or use of that part of the land or premises leased to you. (2) With respect to the Insurance afforded to these additional Insureds, this insurance does not apply to: (a) Any "occurrence" which takes place after you cease to lease that land or be a tenant In that premises; or (b) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. d. Architects, Engineers Or Surveyors (1) Any archltec~ engineer, or surveyor, but only with respect to liability for ''bodily injury", "property damage" or "personal and advertising Injury'' caused, in whole or In part, by your acts or omissions or fhe acts or omissions of those acffng on your behalf: (a) In connection with your premises; or (b} In the performance of your ongoing operations performed by you or on your behalf. (2) With respect to the Insurance afforded to these additional Insureds, the following additional exclusion applies: This Insurance does not apply to "bodily injury", "property damage• or "personal and advertising Injury" arising out of the rendering of or the failure to render any professional services byorforyou, Including: (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, Inspection, architectural or engineering activities. Form SS 00 OB 04 05 BUSINESS LIABILITY COVERAGE FORM e. Permits Issued By State Or Political Subdivisions (1) Any state or politlcal subdivision, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has Issued a pennit (2) With respect to the Insurance afforded to these additional Insureds, this Insurance does not apply to: (a) "Bodily Injury", "property damage• or "personal and advertising Injury" arising out of operations perfonned 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 llablllty 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 an your behalf: (a) In the performance of your ongoing operations; (b) In connection with your premises awned by or rented to you; or (c) In connection with "your work" and Included within the "products- campleted operations hazard", but only If (I) The written contract or written agreement requires you to provide such coverage to such additional Insured; and (ii) This Coverage Part provides coverage for "bodily Injury" or "property damage" Included within the "products- completed operations hazard". (2) With ·respect to the Insurance afforded to these additional insureds, this Insurance does not apply to: "Bodily Injury", "prop~rty damage" or "personal and advertising Injury" arising out of the rendering of, or the fa[lure to render, any professional architectural, engineering or surveying services, Including: Page13of24 BUSINESS LIABILITY COVERAGE FORM (a) The preparfng, approving, or fallure to prepare or approve, maps, shop . drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (b) Supervisory, Inspection, architectural or engineering activities. The limits of Insurance that apply to additional Insureds are described in Section D. -Limits Of Insurance. How !his insurance applies when other Insurance Is available to an additional insured is described In the Other Insurance Condltfon 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 WIil Pay The Limits of Insurance shown in !he Declarations and the rules below fix the most we will pay regardless ofthe number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or brfnglng "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily Injury" and "property damage" Included In the "products-completed operations hazard" Is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and .advertising injury", Including medical expenses, Is the General Aggregate Limit shown In the Declarations. This General Aggregate Limit applies separately to each of your "locationsn 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 rallroad. Page14of24 This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporanly occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily . injury", "property damage" and medical expenses arising out of any one "occurrence" Is the Liability and Medical Expenses Limit shown In the Declarations. The most we will pay for all medical expenses because of "bodlly Injury'' sustained by any one person Is the Medfcal Expenses Umlt shown In the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising Injury" sustained by any one person or organization Is the Personal and Advertising Injury Limit shown In the Declarations. 5, Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit Is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, whlle rented to you, or in the case of damage by fire, lightning or exploslon, while rented to you or temporanly occupied by you with pennlsslon of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event. whether such damage results from fire, lightning or exploslon or any combination of these. 6, How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who Is an additional Insured under this Coverage Part fs the lesser of: a. The limits of Insurance specified in a written contract, written agreement or permit Issued by a state or polltical subdivision; or b. The Limits of Insurance shown In the Declarations. Such amount shall be a part of and not In addition to the Limits of Insurance shown In the Oeclaratlons and described in this Section. Form SS 00 08 04 05 If more than one limit of Insurance under this policy and any endorsements attached thereto applles to any clalm or "sule, the most we Will pay under this policy and the endorsements Is the single highest llmlt of llablllty of all coverages applicable to such claim or "suit''. However, this paragraph does not apply to the Medical Expenses llmit set forth In Paragraph 3. above. Toe Umlts 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 detenninlng the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or Insolvency of the Insured or of the lnsured's estate wlll not relieve us of our obllgations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Sult a. Notice Of Occurrence Or Offense You or any additional Insured must see to it that we are notified as soon as practicable of an uoccurrence" or an offense which may result in a claim. To the extent possible, notice should Include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses; and (3) The nature and location of any Injury or damage arising out of the "occurrence" or offense. b. Notice Of Clafm If a claim is made or "suit" Is brought against any insured, you or any additional Insured must: (1) Immediately record the specifics of the claim or "suit'' and the date received; and (2) Notify us as soon as practicable. You or any addltional Insured must see to it that we receive a written notice of the claim or usuit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other Involved Insured must Form SS 00 OB 04 05 BUSINESS LIABILITY COVERAGE FORM (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other Information; (3) Cooperate with us In the Investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of Injury or damage to which this Insurance may also apply. d. Obligations At The Insured'& Own Cost No insured will, except at that lnsured's own cos~ voluntarily make a paymen~ assume any obligation, or Incur any expense, other than for first aid, without our consent e. Additional lnsured's other Insurance If we cover a claim or usult'' 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 lnsu~r for defense and Indemnity. However, this provision does not apply to the extent that you have agreed In a written contract, written agreement or permit that this Insurance is primary and non-contributory with the additional insured's own Insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Sult Paragraphs a. and b. apply to you or to any additional insured only when such "occurrence", offense, claim or "suit" Is known to: (1) You or any additional insured that Is an Individual; (2) Any partner, if you or an additional insured Is a partnership; (3) Any manager, if you or an additional Insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional Insured Is a corporation; (5) Any trustee, if you or an additional Insured Is a trust; or (6) Any elected or appointed official, if you or an additional insured is a politlcal subdMslon or public entity. Paga15of24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to you and any additional Insured. 3. Financial Responsibility Laws a. When this policy Is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financlal responsibility law, the insurance provided by the policy for "bodily injury" Uability and "property damage" liabilfty wlll 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 liablllty, 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 tenns have been fully compiled 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 llmlt of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the clalma~ or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned In this policy to the first Named Insured, this Insurance applies: a. As if each Named Insured were the only Named Insured; and b, Separately to each Insured against whom a claim Is made or "suit'' is brought. 6. Representations a. When You Accept This Polley By accepting this policy, you agree: (1) The statements In the Declarations are accurate and complete: (2) Those statements are based upon representations you made to us; and Page16 of24 (3) We have Issued this policy In reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unlntentlonally you should fall to disclose all hazards relating to the conduct of your business at the Inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a lbss we cover under this Coverage Part, our obllgatlons are limited as follows: a. Primary Insurance This Insurance Is primary except when b. below applies. If other Insurance Is also primary, we will share with all that other Insurance by the method described In c. below. b. Excesslnsurance This Insurance Is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) YourWork That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That Is fire, lightning or explosion Insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liablllty That Is Insurance purchased by you to cover your liability as a tenant for aproperty damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arfses out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Secfion A.-Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of nproperty damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. F~nn ss ~o os 04 os (6) When You Are Added As An Additional Insured Ta Other Insurance That is other Insurance available to you covering llabllity for damages arising out of the premises or operations, or products and completed operaUons, for which you have been added as an additional Insured by that Insurance: or (7) When You Add Others As An Addltlonal Insured To This Insurance That Is other Insurance available to an additional Insured. However, the following provisions apply to other Insurance available to any person or organization who is an additional insured under this Coverage Part (a) Primary Insurance When Required By Contract This Insurance is primary if you have agreed In a written contract, written agreement or permit that this insurance be primary. If other Insurance Is also primary, we will share with all that other insurance by the method described In c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed In a written contract, written agreement or permit that this Insurance ls primary and non-contributory with the additional lnsured's own Insurance, this Insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) do not apply to other Insurance to which the additional insured has been added as an additional insured. When this Insurance Is excess, we will have no duty under this Coverage Part to defend the Insured against any "suir' If any . other Insurer has a duty to defend the Insured against that "suit'', If no other Insurer defends, we will undertake to do so, but we will be entitled to the lnsured's rights against all those other insurers. Form ss 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM When this Insurance is excess over other Insurance, we wlll pay only our share of the amount of the loss, If any, that exceeds the sum of: (1) The total amount that all such other Insurance would pay for the loss In the absence of this Insurance; and (2) The total of all deductible and self• Insured amounts under an that other Insurance. · We will share the remaining loss, if any, with any other Insurance that Is not described In this Excess Insurance provision and was not bought specifically to apply In excess of the Limits of Insurance shown in the Declarations of this Coverage Part c. Method Of Sharing If all the other Insurance permits contribution by equal shares, we will follow this method also. Under this approach, each Insurer contributes equal amounts until , it has paid Its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other Insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each Insurer's share Is based on the ratio of Its appllcable Omit of Insurance to the total appllcable llmils of Insurance of all insurers. 8. Transfer Of Rights Of Recovery Against others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, Including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the Insured will bring 0sult" 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 rlgh~ of recovery against such person or organization In a contract, agreement or permit that was executed prior to the Injury or damage. Page 17of24 BUSINESS LIABILITY COVERAGE FORM F. OPTIONAL . ADDITIONAL INSURED COVERAGES If listed or shown as applicable In the Declaratlons, 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 ls 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 Uabilily 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 organizatlon(s) shown In the Declarations, but only with respect to llablilty 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 or your ongoing operations; or b, In connection with your premises owned by or rented to you. 2. Additlonal Insured -Managers Or Lessors Of Premises a. WHO IS AN INSURED under Section C. Is amended to Include as an additional Insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Pel'$on Or Organization; but only wHh respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b, With respect to the insurance afforded to these addillonal Insureds, the following additional exclusions apply: This Insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant In that premises; or (2) Structural alterations, new Page 18 of24 construcHon or demolition operations performed by or on behalf of such person or organization. 3, Additional Insured -Granter 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 AddlHonal Insured - Granter Of Franchise, but only with respect to their liability as granter of franchise to you. 4. Additional Insured -Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. ls amended to Include as an additional Insured the person(s) or organlzatlon(s) shown In the Declarations as an Additional Insured -Lessor of Leased Equipment, but only with respect to liability for "bodily Injury", uproperty 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 organlzatlon(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. ls amended to Include as an addltlonal Insured the person(s) or organlzation(s) shown In the Declarations as an Additional Insured -owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown In the Declarations. b. With respect to the Insurance afforded to these additional Insureds, the followlng additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alteratio.ns, new construction or demolition operations performed by or on behalf of such person or organization. 6, Additional Insured • State Or Polltlcal Subdivision -Permits a. WHO IS AN INSURED under Section C, Is amended to Include as an additional insured the state or political subdivision shown in the Declarations as an Additional Form SS 00 08 04 05 Insured -State Or Political Subdivision - Permits, but only with respect to operations performed by you or on your behalf for which the state or political subdivision has Issued a permit. b. With respect to the Insurance afforded to these additional Insureds, the following additional exclusions apply: This Insurance does not apply to: (1) "Bodily Injury'', "property damage" or "personal and advertising Injury" arising out of operations performed for the state or municipality; or (2) "Bodily Injury" or "property damage" Included In the "product-completed operatlons0 hazard. 7. Additional Insured -Vendors a. WHO IS AN INSURED under Section C, ls amended to Include as an additional insured the person{s) or organization(s) (referred to below as vendor) shown in the Declarations as an Additlonal Insured - Vendor, but only with respect to "bodlly Injury" or "property damage" arising out of Ayour 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. Toe insurance afforded to the vendor is subject to the following additional exclusions: (1) This Insurance does not apply to: (a) "Bodily Injury'' or "property damage" for which the vendor Is obligated to pay damages by reason of the assumption of liability In a contract or agreement. This excluslon does not apply to Hablllty for damages that the vendor would have in the absence of the contract or agreement; (b) Any express warranty unauthorized by you; (c) Any physical or chemical change In the product made Intentionally by the vendor; (d) Repackaging, unless unpacked solely for the purpose of Inspection, demonstration, testing, or the· substitution of parts under Instructions from the manufacturer, and then repackaged In the original container; Form ss oo 08 04 05 BUSINESS LIABILITY COVERAGE FORM (e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, In connection with lhe distribution or sale of the products; (f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises In connection with the sale of the . product; (g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or (h) "Bodily Injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of Its employees or anyone else acting on Its behalf. However, this exclusion does not apply to: (I) The exceptions contained in Subparagraphs (d) or (f); or (Ii) Such Inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, In connection with the distribution or sale of the products. (2) This Insurance does not apply to. any Insured person or organization from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 8. Additional Insured -Controlling Interest WHO IS AN INSURED under Section C. Is amended to Include as an additional Insured the person(s) or organlzatlon(s) shown In the Declarations as an Additional Insured - Controtllng Interest, but only with respect to their llablllty arising out of: a. Their financial control of ¥au; or b. Premises they own, maintain or control while you lease or occupy these premises. Page 19 of24 BUSINESS LIABILITY COVERAGE FORM This Insurance does not apply to structural alterations, new construction and demolltlon operations performed by or for that person or organization. 9. Additional Insured -Owners, Lessees Or Contractors -Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. Is amended to include as an additional Insured the person(s) or organlzatlon(s) ~hown In the Declarations as an Addltlonal Insured -Owner, Lessees Or Contractors, but only with respect to liabillty for "bodily Injury", "property damage" or "personal and advertising Injury" caused, In whole or In part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s); or (2) In connection with "your work0 performed for that additional Insured and Included within the "products- completed operations hazard", but only if this Coverage Part provides coverage for "bodily Injury° or "property damage" Included within the "products-completed operations hazard". b. With respect to the Insurance afforded to these additional Insureds, this Insurance does not apply to "bodily Injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the faRure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or fallure to prepare or approve, maps, shop _ drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10. Additional Insured -Co-Owner Of Insured Premises WHO IS AN INSURED under Section C. Is amended to Include as an additional Insured the person(s) or OrganfzaHon(s) shown In the Declarations · as an Additional Insured -Co- Owner Of Insured Premises, but only with respect to their liabll!ty as co-owner of the premises shown In the Declarations. Page20of24 The llmlts · of Insurance that apply to additional Insureds are described in Section D. -Limits Of Insurance. How this Insurance applies when other Insurance is avaffable 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. nAdvertlsement" 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) BHlboard; (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 goads, products or services; or c. Any other publication that Is given widespread public distribution. However, "advertisement" does not Include: a, The design, printed material, Information or Images contained in, on or upon the packaging or labeling of any goods or products; or · b. An Interactive conversation between or among persons through a computer network. 2. "Advertising Idea" means any idea for an "advertisement''. 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and inctudes the mere presence of asbestos In any form. 4. "Auto" means a land motor vehicle, trailer or semi-trailer designed fer travel on publlc roads, Including any attached machinery or equipment, But "auto" does not Include "mobile equipment", 5. "Bodily Injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Form SS 00 08 04 05 a. The United states of America Oncludlng its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs In the course of travel or transportation between any places Included In a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you In the territory described In a. above; (2) The activities of a person whose home ls In the territory described in a. above, but is away for a short time on your business; or (3) "Personal and advertising Injury" offenses that take place through the Internet or similar electronic means of communication provided the lnsured's responsibility to pay damages is determined In the United States of America (lncludlng its territories and possessions), Puerto Rico or Canada, In a 0sult" on the merits according to the substantive law In such territory, or In a settlement we agree to. 7. "Electronlc data" means Information, facts or programs: a. Stored as or on; b. Created or used on; or c. Transmitted to or from computer software, Including systems and applications software, hard or floppy disks, CD-ROMS, tapes, drives, cells, data processing devices or any other media which are used with electronlcally controlled equipment 8. "Employee" Includes a "leased worker''. "Employee" does not include a "temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document 10. "Hostile fire" means one which becomes uncontrollable or breaks out from where It was Intended to be. 11. "Impaired property" means tangible property, other than °your product" or "your work", that cannot be used or ls less useful because: a. It incorporates "your product'' or "your work" that is known or thought to be defective, deficient, inadequate or dangerous: or Form ss 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or . removal of "your product" or "your work0 ; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a iease 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 whDe 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 Seetion D. -Uablllty and Medical Expenses Limits · of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or lfcense agreement In connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to Indemnify a municipality, except In connection with work for a munlclpalily; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (lncludlng an Indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily Injury" or "property damage" to a third person or organlzaUon, provided the "bodlly Injury" or "property damage" is caused, In whole or In part, by you or by those acting on your behalf. Tort liability means a liability that would be Imposed by law In the absence of any contract or agreement. Paragraph f. Includes that part of any contract or agreement that Indemnifies a railroad for "bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any rallroad property and affecUng any railroad bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f. does not Include that part of any contract or agreement: Page21 of24 BUSINESS LIABILITY COVERAGE FORM (1) That indemnifies an , architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, · field orders, change orders, designs or drawings and specifications; Qr (b) Giving directions or instructions, or failing to give them, lf that ls the primary cause of the Injury or damage;or (2) Under which !he insured, if an architect, engineer or surveyor, assumes llabllily far 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 !easing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading• means the handling of property: a. After it is moved from the place where it Is accepted for movement into or onto an aircraft, watercraft or "auto•; b, While It is In or on an aircraft, watercraft or Pauto•: 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 equipmene means any of the following types of land vehicles, Including any attached machinery or equipment a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d, Vehicles, whether self-propelled or not, on which are permanenOy mounted: Page22of24 (1) Power . cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described In a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobn!ty to permanenfly attached equipment of the following types: (1) Air compressors, pumps and generators, Including spraying, welding, bulldlng-cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicies not described in a., b., c., or d. above maintained primarily for purposes other than the transportatiqn of persons or cargo. However, self-propelled vehicles with the following types of permanenOy attached equipment are not "mobile equipment• but will be considered "autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis · and used to raise or lower workers; and (3) Air compressors, pumps and generators, Including spraying, welding, building cleaning, geophysical exploration, llghtlng and well servicing equipment. 16, "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means Injury, Including consequential ubodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Form ss 00 08 04 D5 c. The wrongful eviction from, wrongful entry . Into, or Invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of Its owner, landlord or lessor; · d. Oral, written or electronic publlcatlon of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral, written or electronic publication of material that violates a person's right of privacy; f, Copying, In your "advertisement", a person's or organization's "advertising Idea" or style of "advertisement": g, Infringement of copyright, slogan, or title of any literary or artistic work, In your "advertisement"; or h. Discrimination or humlllatlon that results In Injury to the feelings or reputation of a natural person. 18. "Pollutants" means any solid, llquld, 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 lnJury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1) Products that are still In your physical possession: or (2) Work that has not yet been completed or abandoned. However, "your work" wm be deemed to be completed at the earliest of the 1ollowlng times: (a) When all of the work called for In your contract has been completed. (b) When all of the work to be done at the Job sit~ has been completed If your contract calls for work at more than one Job site. (c) When that part of the work done at · a Job site has been put to its Intended use by any person or organization other than another contractor or subcontractor working on the same project. Form ss OD 08 04 05 BUSINESS LIABILITY COVERAGE FORM Work that may need service, main~enance, correction, repair or replacement, but which Is otherwise complete, wlll be treated as completed. The "bodily Injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent.· b. Does not include "bodily injury" or "property damage0 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 i~ or b. Loss of use of tangible property that Is not physlcally Injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused It. As used In this definition, "electronic data" is not tangible property. 21. "Sult" means a civil proceeding in which damages because of "bodlly Injury", "property damage" or "personal and advertising Injury" to which this Insurance applies are alleged. "Sult" Includes: a. An arbitration proceeding In which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resolution proceeding In which such damages are claimed and to which the Insured submits with our consent. 22. "Temporary worker" means a person who Is furnished to you to substitute for a pennanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee"; Page23of24 BUSINESS LIABILITY COVERAGE FORM b. Donates his or her work: c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You: {b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), equipment with such materials, parts or furnished in connection goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and Pag~24of24 (2) The providing of or failure to provide warnings or Instructions. c. Does not include vendfng machines or other property rented to or located for the use of others but not sold. 25, ''Your work0: a. Means: (1) Work or operations performed by you or on your behalf; and · (2) Materials, parts or ~ulpment furnished In connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work"; and (2) The providing of or fallure to provide warnings or Instructions. Form ss oo 08 04 05 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS LIABILITY COVERAGE FORM AMENDATORYEN0ORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A Sub•subparagraphs 1.p. (7), (8), (15) of Paragraph 2., of Section B. Exclusions are deleted and replaced with the following: p. Personal and Advertising Injury: (7) (a) Arising out of any actual or alleged infringement or vlolatfon of any Intellectual property right, such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity; or (b} Any injury or damage alleged in any claim or "suir that also alleges an Infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or 0sult", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply If the only allegation In the claim or "suit" Involving any Intellectual property right Is limited ta: (1) Infringement, In your 0advertlsement", of: (a) Copyright; (b) Slogan; or (c} Title of any literal')' or artistic work: , or (2) Copying, in your "advertlsemenr, a person's or organization's "advertising idea" or style of "advertisement". (8) Arising out of an offense committed by an Insured whose business Is: (a} Advertising, broadcasting, publishing or ~elecastlng; (b) Designing or detennining content of web sites for others; or Form SS 00 60 09 15 (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c, of the definition of "personal and advertising, Injury'' under the Definitions Section. For the purposes of this excluslon, the placing of frames, borders or llnks, or advertising, for you or others anywhere on the lntemet, Is not by Itself, considered the business of advertising, broadcasting, publishing or telecasting. (15) Arising out of any access to or disclosure of any person"s or organization's confidentfal or personal Information, including patents, trade secrets, processing methods, customer lists, financial lnfonnatlon, credit card information, , health lnfonnation or any other type of nonpublic lnfonnatlon.Thls exclusion applies even if damages are claimed for notification costs, cred"II: monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense Incurred by you or others arising out of any access to or dlsclosure of any person's or organization's confidential or personal Information. B. Subparagraph 1.r. of Section B. Exclusions is deleted and replaced with the following: r. Employment-Related Practices "Personal and advertising Injury" to: (1) A person arising out of any aemployment- related practices"; or Page 1 of2 (2) The spouse, child, parent, brother or sister of that person as a consequence of "personal and advertising Injury" to that person at whom any "employment-related practices" are directed. This exclusion applies: (a) Whether the Injury-causing event described in the definition of "employment-related practices" occurs before employment, during employment or after employment of that person; {b) Whether the Insured may be liable as an employer or in any other capacity; and (c) To any obligation to share damages with or repay someone else who must pay damages because of the injury. C. Subparagraph 1.q. "Electronic Data" of Section B. Exclusions Is deleted and replaced with the following: q, Access Oi' Disclosure Of Confidential Or Personal Information And Data-related Llablllty (1) Damages, other than damages because of "personal and advertising Injury", arising out of any access to or dlsclosure of any person's or organization's confidential or personal infonnatlon, including patents, trade secrets, processing methods, customer lists, financial information, credit card Information, health infomiatlon er any other type of nonpublic infomiation: or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, Inability to access, or Inability , to manipulate electronic data. This exclusion applies even if damages are claimed for notlficallon costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which Is described In Paragraph (1) or (2) above. Page2 of 2 However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used In this exclusion, electronic data means Information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (Including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to In the foregoing <:fescrlptlon of electronic data, means a set of related electronic Instructions which direct the operations and functions of a computer or device connected to It, which enable the computer or device to receive, process, store, retrieve or send data. D. Sub-subparagraph 7.b.(1) Other Insurance of Section E. Liability and Medical Expenses General Conditions Is deleted and replaced with the following: b. Excess Insurance (1) Your Work That Is Fire, Extended Coverage, BuRder's Risk, Installation Risk, OWner Controlled Insurance Program or OCIP, Wrap Up Insurance or similar coverage for "your work". E. Subparagraph 17. c. "Personal and Advertising Injury" of Section G, Liability and Medical Expenses Definitions rs deleted and replaced with the following: "Personal and advertising Injury" means Injury, Including consequential "bodily Injury", arising out of one or more of the following offenses: c. The wrongful eviction from, wrongful entry Into, or Invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; F. Subparagraph 17.h. of Section G, Liability and Medical Expenses Definitions deleted. Form SS 00 60 09 15 COMMERCIAL AUTOMOBILE HA99160312 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies Insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown In the Declarations Is amended to Include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile pollcy or would be an °insured" under such a policy but for ils termination or the exhaustion of Its Limit of Insurance. (2) Any organization that Is acquired or · formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly fanned or acquired organization: (a) 'That Is a partnership or _joint veriture, (b) That Is an "Insured" under any other policy, (c) That has exhausted Its Limit of Insurance under any other policy, or (d) 1B0 days or more after Its · acquisition or formation by you, unless you have given us notice of _the acquisition or formation. Coverage does not apply to "bodily Injury" or "property damage" that results from an "accident~ that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. -WHO IS AN INSURED -of SECTION II • LIABILilY COVERAGE Is amended ta add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow In your business or your personal affairs. C. Lessors as Insureds Paragraph A, 1. • WHO IS AN INSURED • of Section II -Llabillty Coverage Is amended to add: e. The lessor of a covered •auto0 while the "auto" Is leased to you under a written agreement If: (1) The agreement requires you to provide direct primary Insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" wlll be considered a covered "auto" you own and not a covered "auto• you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. -WHO IS AN INSURED -of Section II -Liability Coverage Is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization Is an 11lnsured0 1 but only to the · extent such person or organization is liable for "bodily injury'' or "property damage" caused by the conduct of an "Insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." Form HA 9916 0312 @ 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with Its permission.) Page 1 of5 The Insurance afforded to any such additional Insured applies only If the "bodily injury" or "property damage" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such Insurance be provided to !he additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional Insured is the lesser of: (a) The llmlts of Insurance specified In the written contract or written agreement; or (b) The limits of Insurance shown In the Declaratlons. Such amount shall be a part of and not in addition to Limits of Insurance shown In the Declarations and described in this Section. (3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part thijt may also be covered by other insurance available to an additional insured, such additlonal Insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed In a written contract or written agreement that this insurance Is primary and non- contributory with the additional insured's own Insurance. (4) Duties in The Event Of Accident, Clalm, Suitor loss If you have agreed in a written contract or written agreement that another person or organization be added as an addltlonal insured on your pollcy, the additional Insured shall be required to comply with the provisions In LOSS CONDITIONS 2. • DUTIES IN THE EVENT OF ACCIDENT, CLAIM , SUIT OR LOSS -OF SECTION IV - BUSINESS AUTO CONDITIONS, In the same manner as the Named Insured. E, Primary and Non-Contributory If Required by Contract Only with respect to Insurance provided to an addltlonal Insured In 1.D. • Additlonal Insured If Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance Is primary If you have agreed In a written contract or written agreement that this Insurance be primary. If other insurance is also primary, we will share with all that other Insurance by the method described In Other Insurance 5.d. (4) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed In a written contract or written agreement that this insurance Is primary and non-conbibutory with the addltlonal lnsured's own Insurance, this insurance is primary and we wlll not seek contribution from that other Insurance. Paragraphs (3) and (4) do not apply to other Insurance to which the addltlonal Insured has been added as an addltlonal Insured. When this Insurance Is excess, we wm have no duty to defend the insured against any "suir if any other Insurer has a duty to defend the Insured against that "suit". If no other Insurer defends, we wlll undertake to do so, but we will be enUUed to the lnsured's rights against all those other Insurers. When this insurance is excess over other Insurance, we wlll pay only cur share of the amount of the loss, If any, that exceeds the sum of: (1) The total amount that all such other Insurance would pay for the loss In the absence of this Insurance; and · (2) The total of all deductible and self-Insured amounts under all that-other lnsur:ance. We will share the remaining loss, If any, by the method described In Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: Fonn HA9916 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with Its permission.) Page 2 of5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto• hired or rented by your "employee" on your beha1f and at your direction, this insurance will ~e primary to the "employee's" personal insurance. 3, AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. -FELLOW EMPLOYEE -of SECTION II -LIABILITY COVERAGE does not apply if you · have workers' compensation Insurance in-force covering all of your "employees". Coverage Is excess over any other collectible Insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos". are covered "autos" for Llablllty Coverage and if Comprehensive, Specified Causes of Loss, or Collfslon coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following llmlL The most we will pay for "loss" to any hired "auto" Is: (1) $100,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing · or replacing the · damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused . by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible Insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered aauto" you own. We wlll also cover loss of use of the hired "auto" if it results from an "accldent", you are legally Hable and the lessor Incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (ff you are a· llmlted liablltty company), or members of their households. 5. PHYSICAL· DAMAGE .. ADDmONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph A4.a. of SECTION Ill -PHYSICAL DAMAGE COVERAGE Is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOAN/LEASE GAP COVERAGE Under SECTION Ill -PHYSICAL DAMAGE COVERAGE, In the event of a total "loss" to a covered "auto", we wlll pay your addiHonal legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the loanRease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes; overdue payments; penaltles, interest or charges resultlng from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees: securify deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or dlsabllity Insurance purchased with the loan or lease: and · carry-over balances from previous loans or leases. 7, AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS -of SECTION Ill PHYSICAL DAMAGE COVERAGE, the following Is added: The exclusion relaUng to mechanical breakdown does not apply to the accidental discharge of an airbag. B. ELECTRONIC EQUIPMENT .. BROADENED COVERAGE a. The exceptions to Paragraphs 8.4 - EXCLUSIONS -of SECTION Ill -PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to equipment designed to be operated solely by use of the power from the "auto's" electrical system that, at the time of "loss", Is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "autoa; (3) An Integral part of the same unit housing any electronic equipment described In Par,agraphs (1) and (2) above: or Form HA 9916 0312 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with Its permission.) Page 3 of5 (4) Necessary for the nonnal operation cf the covered "auto" or the monitoring of the covered nautc•sn operating system. b. Section Ill -Version CA 00 01 03 1 0 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Llmlt of Insurance, Paragraph C are each amended to add the following: $1,500 Is the most we will pay for "loss" In any one "accident" to all electronlc equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals which, at the time of "lossn, Is: (1) Permanently installed in or upon the covered 0auto• in a housing, opening or other location that Is not normally used by the "auto• manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment; or (3) An integral part of such equlpmenl c.For each covered 0auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, retu!'fl or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown In the Declarations, or $250, whichever deductible Is less. 9. EXTRA EXPENSE BROADENED COVERAGE Under Paragraph A. • COVERAGE -of SECTION 111 -PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto• to you. 10. GLASS REPAIR ■ WAIVER OF DEDUCTIBLE Under Paragraph D. -DEDUCTIBLE· of SECTION Ill -PHYSICAL DAMAGE COVERAGE, the following Is added: No deductible applies to glass damage if the glass Is repaired rather than replaced. 11. lWO OR MORE ~EDUCTIBLES Under Paragraph D. -DEDUCTIBLE-of SECTION 111 -PHYSICAL · DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that Is not an automobile pol!cy or coverage form applies to the same "accldene, the followlng applies: (1) If the deductible under this Business Auto Coverage Form Is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, It will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDlllONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT,CLAIM, SUIT OR LOSS -of SECTION IV • BUSINESS AUTO CONDITIONS that you must notify us of an uaccident" applies only when the 0accldent" Is known to: ' (1) You, If you are an lndlvldual; (2) A partner, If you are a partnership; (3) A member, if you are a llmited liability company;or '(4) An executive officer or insurance manager, If you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the Inception date of your pollcy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO· COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV • BUSINESS AUTO CONDITIONS Is replaced by the following: e. For short-term hired "autosn, the coverage territory with respect to Liability Coverage Is anywhere In the wortd provided that If the "insured's" responsibility to pay damages for "bodily injury" or uproperty damage• ls determined In a "suit,• the "suit" Is brought In the United states of America, the territories and possessions of the United States of America, Puerto Rico or Canada or In a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US -of SECTION IV - BUSINESS AUTO CONDITIONS Is amended by adding the following: Form HA 99 16 03 12 © 2011, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page4 ofS We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16.,RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" In SECTION V- ~EFINITIONS is replaced by the following: "Bodily Injury" means bodily injury, sickness or disease sustained by any person, lncludlng mental anguish or death resulting from any of these. · 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS • CANCELLATION • applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellatlon. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non-hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a.If lhe auto Is replaced with a ahybrld" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non-hybrid" auto's actual cash value or replacement cost, whichever Is less, b. The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c.Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one 11loss" Is $10,000. For the purposes of the coverage provision, a.A "non-hybrid" auto is defined as an auto that uses only an Internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrld0 auto Is defined as an auto with an Internal combustion engine and one or more electric motors; and that uses the Internal combustion engine and one or more electric motors to move the auto, or the Internal combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auton for which Comprehensive, Specified Causes of Loss, or Colllslon coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auton, we wlll pay up to $1,000 for vinyl vehicle wraps which are displayed on the ~vered 0auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" Is $5,000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. Form HA 9916 0312 @ 2011 The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page5of5 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) is replaced 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 our request, INCLUDING loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the limit of our liability under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this law; and 5. expenses we incur. VOLUNTARY COMPENSATION ANDEMPLOYERS' LIABILITY COVERAGE 5. Voluntary Compensation Insurance A. How This Insurance Applies This insurance applies to bodily mJury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by any officer or employee not subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. 2. The bodily injury must arise out of and in the course of employment or incidental to work in a state shown in Item 3.A. of the Information Page. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) SECTION I PART THREE 2. How This Insurance Applies Paragraph 4. of A. How This Insurance Applies of Part 3 (Other States Insurance) is replaced by the following: 4. If you have work on the effective date of this policy in any state not listed in Item 3.A. of the Information Page, coverage will not be afforded for that state unless we are notified within sixty days. 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 days after your death, we will cover your legal representative as insured. 4. Liberalization SECTION II 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. 3. The bodily injury must occur in the United States of America, its territories or possessions, 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 from those places. 4. Bodily injury by accident must occur during the policy period. 5. Bodily injury by disease must be caused or aggravated by the conditions of the Page 2 of 6 officer's or employee's employment. The officer's or employee's last day of last exposure to the conditions causing or aggravating such bodily injury by disease must occur during the policy period. B. We Will Pay We will pay an amount equal to the benefits that would be required of you as if you and your employees were subject to the workers' compensation law of any state shown in Item 3.A. of the Information Page. We will pay those amounts to the persons who would be entitled to them under the law. C. Exclusion This insurance does not cover: 1. any obligation imposed by workers' compensation or occupational disease law or any similar law. 2. bodily injury intentionally caused or aggravated by you. 3. officers or employees who have elected not to be subject to the state workers' compensation law. 4. partners or sole proprietors not covered under the Standard Sole Proprietors, Partners, Officers and Others Coverage Endorsement. D. Before We Pay Before we pay benefits to the persons entitled to them, they must: 1. Release you and us, in writing, of all responsibility for the injury or death. 2. Transfer to us their right to recover from others who may be responsible for the injury or death. 3. Cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits of this insurance fail to do those things, our duty to pay ends at once. If they claim damages from you or from us for the injury or death, our duty to pay ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we paid. We will pay the balance to the persons entitled to it. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) If the persons entitled to the benefits of tlilis insurance make a recovery from others, t!Ey must reimburse us for the benefits we paid them F. Employers' Liability Insurance Part Two (Employers' Liability Insurance) appli3S to bodily injury covered by this endorsement 3S though the State of Employment was shown i, Item 3.A. of the Information Page. This provision 5. does not apply in New Jersey er Wisconsin. EMPLOYERS' LIABILITY STOP GAP COVERAGE 6. Employers' Liability Stop Gap Coverage A. This coverage only applies in Montana, Nort, Dakota, Ohio, Washington, West Virginia an-j Wyoming. B. Part One (Workers' Compensation lnsuranCE) does not apply to work in states shown i1 Paragraph A above. C. Part Two (Employers' Liability Insurance) applie-3 in the states, shown in Paragraph A., as though they were shown in Item 3.A. of the Information Page. D. Part Two, Section C. Exclusions is changed b:t adding these exclusions. This insurance does not cover; 5. bodily mJury intentionally caused :x- aggravated by you or in Ohio bodily inj1.1: resulting from an act which is determined b:1 an Ohio court of law to have been committed by you with the belief than an injury is substantially certain to occur. However, the cost of defending such claims or suits in Otio is covered. 13. bodily injury sustained by any member of the flying crew of any aircraft. 14. any claim for bodily injury with respect :o which you are deprived of any defense ,y defenses or are otherwise subject to penal! because of default in premium under tl""e provisions of the workers' compensation lar or laws of a state shown in Paragraph A. E. This insurance applies to darpages for which yc-u are liable under West Virginia Code Annot. S 23- 4-2. Page 3 off EXTENDED OPTIONS 1. Employers' Liability I.nsurance Item 3.B. of the Information Page is replaced by the following: B. Employers' Liability Insurance: 1. Part Two of the policy applies to work in each state listed in Item 3.A. The Limits of Liability under Part Two are the higher of: Bodily Injury ) by Accident $500,000 Each Accident Bodily Injury by Disease $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee OR 2. The amount shown in the Information Page. This provision 1 of EXTENDED OPTIONS does not apply in New York because the Limits Of Our Liability 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 this policy because of such failure. 3. Waiver of Our Right To Recover From Others A. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against any person or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the agreement. 8. This provision 3. does not apply in the states of Pennsylvania and Utah. Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) 4. Foreign Voluntary Compensation and Employers' Liability Reimbursement A. How This Reimbursement Applies This reimbursement provision applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. The bodily injury must be sustained by an officer or employee. 2. The bodily injury must occur in the course of employment necessary or incidental to work in a country not listed in Exclusion C.1. of this provision. 3. Bodily injury by accident must occur during the policy period. 4. Bodily injury by disease must be caused or aggravated by the conditions of your employment. The officer or employee's last exposure to those conditions of your employment must occur during the policy period. B. We Will Reimburse We will reimburse you for all amounts paid by you whether such amou~ts are: 1. voluntary payments for the benefits that would be required of you if you and your officers or employees were subject to any workers' compensation law of the state of hire of the individual employee. 2. sums to which Part Two (Employers' Liability Insurance) would apply if the Country of Employment were shown in Item 3.A. of the Information Page. C. Exclusions · This insurance does not cover: 1. any occurrences in the United States, Canada, and any country or jurisdiction which is the subject of trade or economic sanctions imposed by the laws or regulations of the United States of America in effect as of the inception date of this policy. 2. any obligation imposed by a wo~kers' compensation or occupational disease law, or similar law. 3. bodily mJury intentionally caused or aggravated by you. Page 4 of 6 4. liability for any consequence, whether direct or indirect, of war, invasion, act of Foreign enemy, hostilities (whether war be declared or not), civil war, rebellion, revolution, insurrection or military or usurped power. No endorsement now or subsequently attached to this policy shall be construed as overriding or waiving this limitation unless specific reference is made thereto. D. Before We Pay Before we reimburse you for the benefits to the persons entitled to them, you must have them: 1. release you and us, in writing, of all responsibility for the injury or death, 2. transfer to us their right to recover from others who may be responsible for their injury or death, 3. cooperate with us and do everything necessary to enable us to enforce the right to recover from others. If the persons entitled to the benefits paid fail to do these things, our duty to reimburse ends at once. If they claim damages from us for the injury pr death, our duty to reimburse ends at once. E. Recovery From Others If we make a recovery from others, we will keep an amount equal to our expenses of recovery and the benefits we reimbursed. We will pay the balance to the persons entitled to it. If persons entitled to the benefits make a recovery from others, they must repay us for the amounts that we have reimbursed you. F. Reimbursement for Actual Loss Sustained This endorsement provides only for reimbursement for the loss you actually sustain. In order for you to recover loss or expenses under this reimbursement you must: 1. actually sustain and pay the loss or expense in money after trial, or 2. secure our consent for the payment of the loss or expense. G. Repatriation Our reimbursement includes the additional expenses of repatriation to the United States Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) of America necessarily incurred as a direct res..rnt of bodily injury. Our reimbursement shall be limited as follows: 1. to the amount by which such expens:E exceed the normal cost of returning th3 officer or employee if in good health, or 2. in the event of death, to the amount by whi,:;1 such expenses exceed the normal cost cf returning the officer or employee if alive and in good health. In no event shall our reimbursement exceed ttle bodily injury by accident limit shown in Item 3.:!. of the Information Page as respects any ome such officer or employee whether dead or alive. H. Endemic Disease The word "disease" includes any enderric diseases. The coverage applies as if endemic diseases were included in the provisions of the workers' compensation law. 5. Longshore and Harbor Workers' Compensaticn Act Coverage General Section C. Workers' Compensation Lib'!' is replaced by the following: C. Workers' Compensation Law Workers' Compensation Law means the worke-s or workers' compensation law and occupation=!! disease law of each state or territory named n Item 3.A. of the Information Page and tre Longshore and Harbor Workers' Compensaticr Act (33 USC Sections 901-950). It includes arr amendments to those laws that are in effe,::: during the policy period. It does not include ary other federal workers or workers' compensaticr law, other federal occupational disease law or tre provisions of any law that provice nonoccupational disability benefits. Part Two (Employers' Liability Insurance), C. Exclusions, exclusion 8, does not apply to wmlt subject to the Longshore and Harbor Workers' Compensation Act. This coverage does not apply to work subject c the Defense Base Act, the Outer Continenta[ Shelf Lands Act, or the Nonappropriated Fun:f Instrumentalities Act. Page 5 of6 SECTION Ill 1. SCHEDULE OF COVERED STATES CA A. This endorsement only applies in the states listed in this Schedule of Covered States. C. Schedule of Covered States: B. If a state; shown in Item 3.A. of the Information Page, approves this endorsement after the effective date of this policy, this endorsement will apply to this policy. The coverage will apply in the new state on the effective date of the state approval Countersigned by ___________________ _ Authorized Representative Form WC 99 03 03 B Printed in U.S.A. (Ed. 8/00) Page 6 of 6