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HomeMy WebLinkAboutCarpi & Clay Inc; 2022-12-13;AGREEMENT FOR FEDERAL LOBBYIST AND GOVERNMENT RELATIONS SERVICES CARPI & CLAY, INC. THIS AGREEMENT is made and entered into as of the ______ day of December, 2022, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Carpi & Clay, Inc., a California corporation ("Contractor"). RECITALS A. City requires the professional services of a federal lobbyist and government relations firm that is experienced in providing legislative and regulatory advocacy, strategic counsel and government relations assistance. B. Contractor has the necessary experience in providing professional services and advice related to federal lobbying and government relations in Washington, D.C. 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 sixty thousand dollars ($60,000). 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 sixty thousand dollars ($60,000) 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". DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 13th 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 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Scott Chadwick Name Kenneth Carpi Title City Manager Title CEO & Managing Partner Address 1200 Carlsbad Village Drive Address 601 New Jersey Ave. NW, Ste 300 Carlsbad, CA 92008 Washington, DC 20001 Phone No. (442) 339-2820 Phone No. (202) 822-8300 Email manager@carlsbadca.gov Email kcarpi@carpiclay.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. DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work 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 × DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 □ □ performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms 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. DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CARPI & CLAY, INC., a California corporation CITY OF CARLSBAD, a municipal corporation of the State of California By: By: KENNETH CARPI President SCOTT CHADWICK City Manager ATTEST: FAVIOLA MEDINA City Clerk Services Manager If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Group B Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. MCMAHON, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 EXHIBIT “A” SCOPE OF SERVICES The City agrees to engage, and Contractor agrees to perform the services described below under this Agreement. Written updates detailing work performed shall be submitted to the city manager’s office along with invoicing on a monthly basis. Contractor shall present periodic updates to the City Manager, Legislative Subcommittee and/or City Council upon request. The Scope of Services to be performed by Carpi & Clay, Inc. (Contractor) over a one-year period includes: Strategic Planning and Consultation Conduct a strategic planning session to develop an understanding of Carlsbad’s federal lobbying and government relations needs, goals, and priorities. Review the City’s legislative platform and discuss project and regulatory priorities with City leadership. Present the City with an assessment of opportunities and challenges in Washington, D.C., the legislative climate and political dynamics, and advise the City on leveraging local resources to advance its federal advocacy objectives. Evaluate the City’s federal presence and develop an advocacy strategy to maximize the City’s influence on priority issues, including unanticipated issues that may affect the City. Assist the City in clarifying and synchronizing its legislative agenda with the goals and actions of Congress and federal agencies. Maintain Relationships with Congress and Federal Agencies Leverage an extensive network of existing working relationships with Congress, the Administration, and federal agencies to maximize the City’s advocacy reach and complement advocacy strategies that advance the City’s federal goals and priorities. Represent the City in Washington, D.C., and ensure the City’s priorities are communicated to federal representatives and decision-makers. Work closely with Rep. Mike Levin’s office and the San Diego congressional delegation, including Senators Padilla and Feinstein. Work to raise the City’s federal profile and reputation as a thought leader on priority issues. Work on the City’s behalf with House and Senate authorizing and appropriations committee staff, the Administration, federal agencies, and the Office of Management and Budget. Legislative and Regulatory Advocacy Track all federal activity on issues of health and human services, land use, energy, water and natural resources, infrastructure, transportation, economic development, environment, criminal justice, climate change, and equity, among others. Keep the City abreast of any legislation or potential legislation that could affect City operations. Provide legislative text, detailed bill analysis, and status updates on priority legislation. Monitor the Federal Register daily for federal agency regulatory actions that may be of interest to the City. Ensure that the City is aware of all pending federal regulatory actions that could have either a positive or negative impact on City operations. Prepare detailed and thoughtful comments in response to proposed federal legislation and agency regulations, and share these with the City’s congressional delegation. DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 Federal Funding, Advocacy, and Grant Support Monitor the President’s budget and the congressional appropriations process and provide the City with a detailed summary including funding levels of programs important to Carlsbad infrastructure projects and the delivery of City services. Ensure the City’s congressional delegation is aware of the City’s annual appropriations priorities and community project requests. Assist the City in submitting appropriations request forms, and work with the City’s congressional delegation to sign onto appropriations “Dear Colleague” letters for federal programs of importance. Identify federal grant opportunities, assist in preparing and submitting grant applications, and engage federal agencies to advocate for funding on the City’s behalf. Work with the City’s contract grant writers to tailor a grants management strategy that targets specific federal funding programs and grant offerings. Provide the City with timely notice of federal grant announcements and share all relevant materials. Organize meetings with federal agency decision-makers to help the City position its grant applications, understand agency funding priorities, and develop relationships with federal decision-makers. In-Person and Virtual Visits Support local elected officials and staff participation in federal advocacy, including all facets of City advocacy visits to Washington D.C., to ensure the most advantageous use of City time and resources. Facilitate in-person and virtual visits, as needed. Work with the City to prepare a list of potential meeting dates and targeted meetings in Washington, D.C. Arrange and coordinate meetings with the City’s congressional delegation, key committee staff, and relevant federal agency officials. Prepare white papers, letters, and talking points, as needed. Accompany City representatives to all meetings (virtual and in-person) and ensure proper follow-up. Communications Maintain regular contact with the City, both through email and phone calls. Identify short- and long-term trends in federal funding opportunities and work with the City to connect its priorities with those opportunities. Monitor key legislation, congressional hearings, grant opportunities, and regulations that affect the City and its priorities. Provide timely and regular written reports outlining key legislative initiatives related to the City’s legislative agenda. Report on actions taken on the City’s behalf with Congress or the Administration. Monitor legislative and regulatory developments in Washington, D.C., including tracking discussions, drafts, emerging issues, research reports and other activities that may ultimately affect legislation, regulations, or other City interests. Promptly convey necessary intelligence to the City through email, conference calls, or reports on issues or developments of importance. Use all available technology to bridge the geographic and temporal divide separating California and Washington, D.C. DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 City Attorney Approved Version 6/12/18 10 Contractor will follow this general schedule for task completion: Contractor will work with the City to continually modify this work plan to accommodate the evolving political dynamic. December 2022  Hold a series of virtual introductory meetings with City staff and elected officials. These meetings will provide an opportunity to build working relationships and discuss the City’s current federal priorities, projects, and initiatives.  Work with the City to develop and coordinate a federal legislative advocacy plan outlining Carlsbad’s federal priorities, based on the meetings with the City, and provide the City with strategies and legislative vehicles or federal grant funding opportunities that will help accomplish Carlsbad’s goals.  Meet with the City’s congressional delegation to introduce Carpi & Clay as Carlsbad’s federal advocacy team and to brief the delegation on the City’s federal legislative priorities and funding needs.  Coordinate with the City on the development of a format for reporting and providing monthly progress reports. Additionally, work with the City to set up reporting measures that are tailored to the City’s needs and that provide complete accountability for the work done on the City’s behalf.  Provide the City with a detailed post-election memo to outline the Congressional landscape starting in the new year. January-April 2023  In January, provide the City with information regarding all the changes in the new Congress, and work with the City to draft and send welcome back letter to the City’s congressional delegation.  In February, President Biden will likely release his proposed budget for FY 2024 and Congress will begin holding hearings on the proposal, crafting their own budget proposal, as well as setting deadlines for FY 2024 appropriations requests. Contractor will prepare and submit appropriations requests to the City’s congressional delegation asking that they request legislative and report language to address Carlsbad’s funding requests.  House and Senate Appropriations Committees will begin to hold hearings on the President’s FY 2024 budget. Contractor will monitor congressional hearings on the President’s budget requests, providing analysis of the requests and any relevant information regarding the City’s priorities.  Work with the City to prepare and submit FY 2024 appropriations programmatic funding requests to the City’s Congressional delegation.  As federal agencies continue to implement the Bipartisan Infrastructure Law and the Inflation Reduction Act, work to ensure that the City has the latest information to prepare for these federal funding opportunities.  Should City leaders choose to travel to Washington, D.C. or hold a virtual fly-in, Contractor will schedule any meetings with either Congress or the federal agencies. Contractor will coordinate with the City on the drafting of white papers on City priorities for approval to use in the meetings. Contractor will attend these meetings along with the City and will be responsible for any follow up information that the delegation may need. DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 City Attorney Approved Version 6/12/18 11 May-August 2023  During these months, Congress will be working on the FY 2024 appropriations bills in the House and Senate Appropriations Committees and onto the respective chambers for consideration and debate. Contractor will monitor all federal appropriations activity and provide updates to the City. Contractor will also continue to work with the City’s Congressional delegation to advocate for the City’s funding priorities.  Contractor will continue to work with other relevant coalitions and organizations, such as the National League of Cities and the U.S. Conference of Mayors on issues of importance to the City.  Congress will recess for the entire month of August affording an opportunity for the City to invite members of its congressional delegation to meet with the City to discuss its federal priorities. Contractor will coordinate these meetings and take the lead on any necessary follow-up. September-December 2023  As Congress will likely not finalize the FY 2024 appropriations bills until the fourth quarter of this calendar year, Contractor will ensure that the City’s congressional delegation is aware of the City’s federal funding priorities and keep Carlsbad updated on the latest developments with the appropriations bills.  In preparation for the upcoming year, Contractor will work with the City to prepare draft legislative language, accompanying white papers, and talking points to address the City’s legislative priorities.  Contractor will work with the City on the development/revision to the City’s federal policy platform and identifying 2024 priority issues.  If desired, Contractor will visit Carlsbad for an annual briefing with City Council, the Legislative Subcommittee, department heads, and City staff.  Throughout the year, Contractor will track any grant announcements across all federal agencies and will alert City officials and staff to any grant opportunities that fit Carlsbad’s priorities. Contractor will help obtain letters of support from the City’s Congressional delegation to support these grant applications. FEES AND EXPENSES The total cost of services and expenses will not exceed $60,000. • Fees for the Scope of Services will be billed at $5,000 per month. • Travel outside of Washington, D.C. at the direction of the City would be in addition to the monthly retainer and expenses will be billed at cost. DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 RESOLUTION GRANTING SIGNING AND AUTHORITY TO CONDUCT BUSINESS OF CARPI & CLAY, INC. The members of the Board of Directors of Carpi & Clay, Inc., a corporation duly organized under the laws of the State of California, being all the members of said Board as presently constituted, do by this writing take the following action and adopt the following resolution: WHEREAS, the Corporation desires to grant signing and authority to a certain person described hereunder. RESOLVED, that the Board of Directors hereby authorizes and approves granting signing and authority to conduct business to the following person: Kenneth Carpi, President of the Corporation. The foregoing signing and authority granted shall include, but shall not be limited to, the execution of Deeds, powers of attorney, transfers, assignments, contracts, obligations, certificates, and other instruments of whatever nature entered into by this Corporation. The undersigned hereby certifies that he is the duly elected and qualified Secretary and the custodian of the books and records of a corporation duly formed pursuant to the laws of the State of California and that the foregoing is a true record of a resolution duly adopted in accordance with state law and the Bylaws of the above- named Corporation on that said resolution is now in full force and effect without modification or rescission. IN WITNESS WHEREOF, I have executed my name as Secretary this 14th day of June 2018 at Washington, DC. This consent will be filed with the minutes of the proceedings of the Board of Directors of the Corporation. This consent is executed pursuant to the laws of the State of California, and the Bylaws of this Corporation which authorizes taking of action by the Board of Directors by unanimous written consent without a meeting. Carpi & Clay, Inc. Kenneth Carpi, Secretary DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? INSR ADDL SUBRLTRINSD WVD PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH-STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 12/6/2022 (619) 464-6851 (619) 668-4715 29424 Carpi & Clay Inc DBA Carpi & Clay Government Relations 601 New Jersey Avenue, NW Ste 300 Washington, DC 20001 22357 A 2,000,000 X 72SBAAR1784 7/2/2022 7/2/2023 300,000 10,000 2,000,000 4,000,000 4,000,000 EPLI 5,000 2,000,000A 72SBAAR1784 7/2/2022 7/2/2023 1,000,000A 72SBAAR1784 7/2/2022 7/2/2023 1,000,000 10,000 B 72WECTS6658 6/14/2022 6/14/2023 1,000,000 1,000,000 1,000,000 City of Carlsbad is included, when required by written contract, as additional insured with primary/non-contirbutory wording with respects to general liability per the attached policy form City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 CARP&CL-01 KCRAIG Teague Insurance Agency, Inc. 4700 Spring St., #400 La Mesa, CA 91942-0275 info@teagueins.com Hartford Casualty Insurance Company Hartford Accident and Indemnity Company X X X X X X X X X DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 ACORD" I ~ I ~ □ □ ~ ~ ~ □ □ ~ ~ ~ ~ ~ ~ ~ ~ H I I I I I □ I QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM BeginningonPage A. COVERAGES 1 1Business Liability 2Medical Expenses 2Coverage Extension - Supplementary Payments B. EXCLUSIONS 3 C. WHO IS AN INSURED 10 D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 14 E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15 1.15Bankruptcy 2.15Duties In The Event Of Occurrence, Offense, Claim Or Suit 3.16Financial Responsibility Laws 4.16Legal Action Against Us 5.16Separation Of Insureds 6.16Representations 7.16Other Insurance 8.17Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES 18 18Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance. CThe word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured. GOther words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And Medical Expenses Definitions. (a)The "bodily injury" or "propertyA. COVERAGES damage"iscausedbyan1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in theINJURY, PROPERTY DAMAGE, PERSONAL "coverage territory";AND ADVERTISING INJURY)(b)The "bodily injury" or "propertyInsuring Agreement damage" occurs during the policya.We will pay those sums that the insured period; andbecomes legally obligated to pay as (c)Prior to the policy period, no insureddamages because of "bodily injury",1.listed under Paragraph of Section"property damage" or "personal and C.– Who Is An Insured and noadvertising injury" to which this insurance "employee" authorized by you to giveapplies. We will have the right and duty to or receive notice of an "occurrence"defend the insured against any "suit"or claim, knew that the "bodily injury"seeking those damages. However, we will or "property damage" had occurred,have no duty to defend the insured against in whole or in part. If such a listedany "suit" seeking damages for "bodily insured or authorized "employee"injury", "property damage" or "personal and knew, prior to the policy period, thatadvertising injury" to which this insurance the "bodily injury" or "propertydoes not apply.damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But:damage" during or after the policy period will be deemed to have been(1)The amount we will pay for damages is known prior to the policy period.D.limited as described in Section - (2)To "personal and advertising injury"Liability And Medical Expenses Limits caused by an offense arising out of yourOf Insurance; and business, but only if the offense was(2)Our right and duty to defend ends when committed in the "coverage territory"we have used up the applicable limit of during the policy period.insurance in the payment of judgments, c."Bodily injury" or "property damage" will besettlements or medical expenses to which deemed to have been known to havethis insurance applies. occurred at the earliest time when anyNo other obligation or liability to pay sums or 1.insured listed under Paragraph of Sectionperform acts or services is covered unless C.– Who Is An Insured or any "employee"explicitly provided for under Coverage authorized by you to give or receive noticeExtension - Supplementary Payments.of an "occurrence" or claim:b.This insurance applies:(1)Reports all, or any part, of the "bodily(1)To "bodily injury" and "property injury" or "property damage" to us ordamage" only if:any other insurer; Form SS 00 08 04 05 Page 1 of 24 © 2005, The Hartford DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (2) b.Receives a written or verbal demand or We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay reasonable expenses for:(3)Becomes aware by any other means that (1)"bodily injury" or "property damage" has First aid administered at the time of an occurred or has begun to occur. accident; d. (2)Damages because of "bodily injury" include Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3)Necessary ambulance, hospital,injury".professional nursing and funerale. Incidental Medical Malpractice services. (1)"Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a.We will pay, with respect to any claim orphysician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit"medical technician or paramedic shall against an insured we defend:be deemed to be caused by an (1)All expenses we incur."occurrence", but only if: (2)Up to $1,000 for the cost of bail bonds(a)The physician, dentist, nurse,required because of accidents or trafficemergency medical technician or law violations arising out of the use ofparamedic is employed by you to any vehicle to which Business Liabilityprovide such services; and Coverage for "bodily injury" applies. We(b)You are not engaged in the do not have to furnish these bonds.business or occupation of providing (3)The cost of appeal bonds or bonds tosuch services.release attachments, but only for bond(2)For the purpose of determining the amounts within the applicable limit oflimits of insurance for incidental medical insurance. We do not have to furnishmalpractice, any act or omission these bonds.together with all related acts or (4)All reasonable expenses incurred by theomissions in the furnishing of these insured at our request to assist us in theservices to any one person will be investigation or defense of the claim orconsidered one "occurrence"."suit", including actual loss of earnings2. MEDICAL EXPENSES up to $500 a day because of time offInsuring Agreement from work. a.We will pay medical expenses as described (5)All costs taxed against the insured in below for "bodily injury" caused by an the "suit". accident:(6)Prejudgment interest awarded against(1)On premises you own or rent;the insured on that part of the judgment we pay. If we make an offer to pay the(2)On ways next to premises you own or applicable limit of insurance, we will notrent; or pay any prejudgment interest based on(3)Because of your operations;that period of time after the offer.provided that:(7)All interest on the full amount of any(1)The accident takes place in the judgment that accrues after entry of the"coverage territory" and during the judgment and before we have paid,policy period;offered to pay, or deposited in court the part of the judgment that is within the(2)The expenses are incurred and reported applicable limit of insurance.to us within three years of the date of the accident; and (1) (7)Any amounts paid under through above will not reduce the limits of insurance.(3)The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. Page 2 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM b.If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred by the indemnitee at our request will be(1)The "suit" against the indemnitee paid as Supplementary Payments.seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of 1.b.(b) B.indemnitee in a contract or agreement Paragraph of Section – that is an "insured contract"; Exclusions, such payments will not be deemed to be damages for "bodily(2)This insurance applies to such liability injury" and "property damage" and willassumed by the insured;not reduce the Limits of Insurance.(3)The obligation to defend, or the cost of Our obligation to defend an insured'sthe defense of, that indemnitee, has indemnitee and to pay for attorneys' feesalso been assumed by the insured in and necessary litigation expenses asthesame"insuredcontract";Supplementary Payments ends when:(4)The allegations in the "suit" and the (1)We have used up the applicable limitinformation we know about the of insurance in the payment of"occurrence" are such that no conflict judgments or settlements; orappears to exist between the interests (2)of the insured and the interest of the The conditions set forth above, or the indemnitee; terms of the agreement described in (6)Paragraph above, are no longer met.(5)The indemnitee and the insured ask us to conduct and control the defense B. EXCLUSIONSof that indemnitee against such "suit"1. Applicable To Business Liability Coverageand agree that we can assign the This insurance does not apply to:same counsel to defend the insured and the indemnitee; and a. Expected Or Intended Injury (6)The indemnitee:(1)"Bodily injury" or "property damage" expected or intended from the(a)Agrees in writing to:standpoint of the insured. This(i)Cooperate with us in the exclusion does not apply to "bodilyinvestigation, settlement or injury" or "property damage" resultingdefense of the "suit";from the use of reasonable force to(ii)Immediately send us copies of protect persons or property; orany demands, notices,(2)"Personal and advertising injury" arisingsummonses or legal papers out of an offense committed by, at thereceived in connection with direction of or with the consent orthe "suit";acquiescence of the insured with the(iii)Notify any other insurer whose expectation of inflicting "personal andcoverage is available to the advertising injury".indemnitee; and b. Contractual Liability(iv)Cooperate with us with (1)"Bodily injury" or "property damage"; orrespect to coordinating other (2)"Personal and advertising injury"applicable insurance available to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of(b)Provides us with written liability in a contract or agreement.authorization to: This exclusion does not apply to liability(i)Obtain records and other for damages because of:information related to the "suit"; and (a)"Bodily injury", "property damage" or "personal and advertising injury" that(ii)Conduct and control the the insured would have in thedefense of the indemnitee in absence of the contract orsuch "suit".agreement; or Form SS 00 08 04 05 Page 3 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (b) (b)"Bodily injury" or "property damage" Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract",(2)The spouse, child, parent, brother orprovided the "bodily injury" or sister of that "employee" as a"property damage" occurs (1)consequence of above.subsequent to the execution of the This exclusion applies:contract or agreement. Solely for (1)Whether the insured may be liable asthe purpose of liability assumed in an employer or in any other capacity;an "insured contract", reasonable andattorneys' fees and necessary litigation expenses incurred by or for (2)To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage"This exclusion does not apply to liabilityprovided:assumed by the insured under an "insured (i)Liability to such party for, or for contract". the cost of, that party’s defense f. Pollutionhas also been assumed in the (1)"Bodily injury", "property damage" orsame "insured contract", and "personal and advertising injury"(ii)Such attorneys' fees and arising out of the actual, alleged orlitigation expenses are for threatened discharge, dispersal,defense of that party against a seepage, migration, release or escapecivil or alternative dispute of "pollutants":resolution proceeding in which (a)At or from any premises, site ordamages to which this location which is or was at anyinsurance applies are alleged.time owned or occupied by, orc. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of:(i)"Bodily injury" if sustained within (1)Causing or contributing to the a building and caused by intoxication of any person;smoke, fumes, vapor or soot produced by or originating from(2)The furnishing of alcoholic beverages to equipment that is used to heat,a person under the legal drinking age or cool or dehumidify the building,under the influence of alcohol; or or equipment that is used to(3)Any statute, ordinance or regulation heat water for personal use, byrelating to the sale, gift, distribution or the building's occupants or theiruse of alcoholic beverages.guests;This exclusion applies only if you are in the (ii)"Bodily injury" or "propertybusiness of manufacturing, distributing,damage" for which you may beselling, serving or furnishing alcoholic held liable, if you are abeverages.contractor and the owner ord. Workers' Compensation And Similar lessee of such premises, site orLawslocation has been added to yourAny obligation of the insured under a policy as an additional insuredworkers' compensation, disability benefits with respect to your ongoingor unemployment compensation law or operations performed for thatany similar law.additional insured at that premises, site or location ande. Employer’s Liability such premises, site or location"Bodily injury" to:is not and never was owned or(1)An "employee" of the insured arising occupied by, or rented orout of and in the course of:loaned to, any insured, other(a)Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (iii)"Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) (ii)At or from any premises, site or "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection with operations being performed(c)Which are or were at any time by you or on your behalf by atransported, handled, stored,contractor or subcontractor; ortreated, disposed of, or processed (iii)as waste by or for: "Bodily injury" or "property damage" arising out of heat,(i)Any insured; or smoke or fumes from a(ii)Any person or organization for "hostile fire"; orwhom you may be legally (e)At or from any premises, site orresponsible;location on which any insured or any(d)At or from any premises, site or contractors or subcontractorslocation on which any insured or working directly or indirectly on anyany contractors or subcontractors insured’s behalf are performingworking directly or indirectly on operations if the operations are toany insured's behalf are test for, monitor, clean up, remove,performing operations if the contain, treat, detoxify or neutralize,"pollutants" are brought on or to or in any way respond to, or assessthe premises, site or location in the effects of, "pollutants".connection with such operations (2)Any loss, cost or expense arising outby such insured, contractor or of any:subcontractor. However, this (a)subparagraph does not apply to: Request, demand, order or statutory or regulatory requirement that any(i)"Bodily injury" or "property insured or others test for, monitor,damage" arising out of the clean up, remove, contain, treat,escape of fuels, lubricants or detoxify or neutralize, or in any wayother operating fluids which are respond to, or assess the effects of,needed to perform the normal "pollutants"; orelectrical, hydraulic or (b)mechanical functions Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does notdamage" arises out of the apply to liability for damages becauseintentional discharge, dispersal of "property damage" that the insuredor release of the fuels,would have in the absence of suchlubricants or other operating request, demand, order or statutory orfluids,orifsuchfuels,regulatory requirement, or such claimlubricants or other operating or "suit" by or on behalf of afluids are brought on or to the governmental authority.premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM g. Aircraft, Auto Or Watercraft (2)The use of "mobile equipment" in, or while in practice or preparation for, a"Bodily injury" or "property damage" arising prearranged racing, speed orout of the ownership, maintenance, use or demolition contest or in any stuntingentrustment to others of any aircraft, "auto"activity.or watercraft owned or operated by or rented i. Waror loaned to any insured. Use includes operation and "loading or unloading"."Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring,(1)War, including undeclared or civil war;employment, training or monitoring of others (2)Warlikeactionbyamilitaryforce,by that insured, if the "occurrence" which including action in hindering orcaused the "bodily injury" or "property defending against an actual ordamage" involved the ownership,expected attack, by any government,maintenance, use or entrustment to others of sovereign or other authority usingany aircraft, "auto" or watercraft that is military personnel or other agents; orowned or operated by or rented or loaned to (3)Insurrection, rebellion, revolution,any insured. usurped power, or action taken byThis exclusion does not apply to:governmental authority in hindering or(1)A watercraft while ashore on premises defending against any of these.you own or rent;j. Professional Services(2)A watercraft you do not own that is:"Bodily injury", "property damage" or(a)Less than 51 feet long; and "personal and advertising injury" arising out of the rendering of or failure to render(b)Not being used to carry persons any professional service. This includesfor a charge;but is not limited to:(3)Parking an "auto" on, or on the ways (1)Legal, accounting or advertisingnext to, premises you own or rent,services;provided the "auto" is not owned by or rented or loaned to you or the insured;(2)Preparing, approving, or failing to prepare or approve maps, shop(4)Liability assumed under any "insured drawings, opinions, reports, surveys,contract" for the ownership, field orders, change orders, designs ormaintenance or use of aircraft or drawings and specifications;watercraft; (3)Supervisory, inspection, architectural(5)"Bodily injury" or "property damage"or engineering activities;arising out of the operation of any of f.(2)the equipment listed in Paragraph (4)Medical, surgical, dental, x-ray orf.(3)or of the definition of "mobile nursing services treatment, advice orequipment"; or instruction; (6)An aircraft that is not owned by any (5)Any health or therapeutic serviceinsured and is hired, chartered or loaned treatment, advice or instruction;with a paid crew. However, this (6)Any service, treatment, advice orexception does not apply if the insured instruction for the purpose ofhas any other insurance for such "bodily appearance or skin enhancement, hairinjury" or "property damage", whether removal or replacement or personalthe other insurance is primary, excess,grooming;contingent or on any other basis.(7)Optical or hearing aid servicesh. Mobile Equipment including the prescribing, preparation,"Bodily injury" or "property damage"fitting, demonstration or distribution ofarising out of:ophthalmic lenses and similar products or hearing aid devices;(1)The transportation of "mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (8)(1) (3) (4)Optometry or optometric services Paragraphs , and of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit of Insurance applies to Damage To(9)Any:Premises Rented To You as described in(a)Body piercing (not including ear D.Section - Limits Of Insurance.piercing);(2)Paragraph of this exclusion does not(b)Tattooing, including but not limited apply if the premises are "your work" andto the insertion of pigments into or were never occupied, rented or held forunder the skin; and rental by you.(c)Similar services;(3) (4)Paragraphs and of this exclusion do (10)Services in the practice of pharmacy;not apply to the use of elevators. and (3) (4) (5) (6)Paragraphs , , and of this (11)Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design.(3) (4)Paragraphs and of this exclusion do(4) (5)Paragraphs and of this exclusion do not apply to "property damage" tonot apply to the Incidental Medical borrowed equipment while not being usedMalpractice coverage afforded under to perform operations at a job site.1.e. A.Paragraph in Section - Coverages.(6)Paragraph of this exclusion does not k. Damage To Property apply to "property damage" included in the "products-completed operations hazard"."Property damage" to: l. Damage To Your Product(1)Property you own, rent or occupy, including any costs or expenses "Property damage" to "your product" incurred by you, or any other person,arising out of it or any part of it. organization or entity, for repair,m. Damage To Your Workreplacement, enhancement,"Property damage" to "your work" arisingrestoration or maintenance of such out of it or any part of it and included in theproperty for any reason, including "products-completed operations hazard".prevention of injury to a person or damage to another's property; This exclusion does not apply if the damaged work or the work out of which(2)Premises you sell, give away or the damage arises was performed on yourabandon, if the "property damage" arises behalf by a subcontractor.out of any part of those premises; n. Damage To Impaired Property Or(3)Property loaned to you;Property Not Physically Injured(4)Personal property in the care, custody "Property damage" to "impaired property"or control of the insured;or property that has not been physically(5)That particular part of real property on injured, arising out of:which you or any contractors or (1)A defect, deficiency, inadequacy orsubcontractors working directly or dangerous condition in "your product"indirectly on your behalf are performing or "your work"; oroperations, if the "property damage" (2)arises out of those operations; or A delay or failure by you or anyone acting on your behalf to perform a(6)That particular part of any property contract or agreement in accordancethat must be restored, repaired or with its terms.replaced because "your work" was incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM o. Recall Of Products, Work Or Impaired (c)Titleofanyliteraryorartisticwork; Property (8)Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: (a)expense incurred by you or others for the Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b)Designing or determining contentor disposal of:of web sites for others; or (1)"Your product";(c)An Internet search, access,(2)"Your work"; or content or service provider. (3)"Impaired property";However, this exclusion does not if such product, work or property is a. b. c.apply to Paragraphs , and withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization G.advertising injury" in Section – because of a known or suspected defect,Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions. conditioninit.For the purposes of this exclusion, p. Personal And Advertising Injury placing an "advertisement" for or linking to others on your web site, by"Personal and advertising injury":itself, is not considered the business(1)Arising out of oral, written or electronic of advertising, broadcasting,publication of material, if done by or at publishing or telecasting;the direction of the insured with (9)Arising out of an electronic chat roomknowledge of its falsity;or bulletin board the insured hosts,(2)Arising out of oral, written or electronic owns,oroverwhichtheinsuredpublication of material whose first exercises control;publication took place before the (10)Arising out of the unauthorized use ofbeginning of the policy period;another's name or product in your e-mail(3)Arising out of a criminal act committed address, domain name or metatags, orby or at the direction of the insured;any other similar tactics to mislead(4)Arising out of any breach of contract,another's potential customers;except an implied contract to use (11)Arising out of the violation of aanother’s "advertising idea" in your person's right of privacy created by"advertisement";any state or federal act.(5)Arising out of the failure of goods,However, this exclusion does notproducts or services to conform with apply to liability for damages that theany statement of quality or insured would have in the absence ofperformance made in your such state or federal act;"advertisement";(12)Arising out of:(6)Arising out of the wrong description of (a)An "advertisement" for others onthe price of goods, products or services;your web site;(7)Arising out of any violation of any (b)Placing a link to a web site ofintellectual property rights such as others on your web site;copyright, patent, trademark, trade name, trade secret, service mark or (c)Content from a web site of others other designation of origin or displayed within a frame or border authenticity.on your web site. Content includes information, code, sounds, text,However, this exclusion does not graphics or images; orapply to infringement, in your "advertisement", of (d)Computer code, software or programming used to enable:(a)Copyright; (i)Your web site; or(b)Slogan, unless the slogan is also a trademark, trade name, service (ii)The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site; Page 8 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (13) (a)Arising out of a violation of any anti- May be awarded or incurred by trust law; reason of any claim or suit alleging actual or threatened injury(14)Arising out of the fluctuation in price or or damage of any nature or kind tovalue of any stocks, bonds or other persons or property which wouldsecurities; or not have occurred in whole or in(15)Arising out of discrimination or part but for the "asbestos hazard";humiliation committed by or at the (b)Arise out of any request, demand,direction of any "executive officer",order or statutory or regulatorydirector, stockholder, partner or requirement that any insured ormember of the insured.others test for, monitor, clean up,q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data".(c)Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, monitoring, cleaning up, removing,"Bodily injury" or "personal and advertising encapsulating, containing, treating,injury" to:detoxifying or neutralizing or in any(1)A person arising out of any:way responding to or assessing the(a)Refusal to employ that person;effects of an "asbestos hazard". (b)Termination of that person's t. Violation Of Statutes That Govern E-employment; or Mails, Fax, Phone Calls Or Other Methods Of Sending Material Or(c)Employment-related practices, Informationpolicies, acts or omissions, such as coercion, demotion, evaluation,"Bodily injury", "property damage", orreassignment, discipline,"personal and advertising injury" arisingdefamation, harassment, humiliation directly or indirectly out of any action oror discrimination directed at that omission that violates or is alleged toperson; or violate: (2)The spouse, child, parent, brother or (1)The Telephone Consumer Protectionsister of that person as a Act (TCPA), including any amendmentconsequence of "bodily injury" or of or addition to such law;"personal and advertising injury" to the (2)The CAN-SPAM Act of 2003, includingperson at whom any of the any amendment of or addition to suchemployment-related practices law; or(a) (b) (c)described in Paragraphs , , or (3)Any statute, ordinance or regulation,above is directed.other than the TCPA or CAN-SPAM ActThis exclusion applies:of 2003, that prohibits or limits the(1)Whether the insured may be liable as sending, transmitting, communicating oran employer or in any other capacity;distribution of material or information.and Damage To Premises Rented To You –(2)To any obligation to share damages Exception For Damage By Fire, Lightningwith or repay someone else who must or Explosionpay damages because of the injury.c. h. k. o.Exclusions through and through dos. Asbestos not apply to damage by fire, lightning or explosion to premises rented to you or(1)"Bodily injury", "property damage" or temporarily occupied by you with permission of"personal and advertising injury" the owner. A separate Limit of Insurancearising out of the "asbestos hazard". applies to this coverage as described in(2)Any damages, judgments, settlements,D.Section - Liability And Medical Expensesloss, costs or expenses that:Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e.A trust, you are an insured. Your trustees are also insureds, but only with respect toWe will not pay expenses for "bodily injury":their duties as trustees.a. Any Insured 2.Each of the following is also an insured:To any insured, except "volunteer workers". a. Employees And Volunteer Workersb. Hired Person Your "volunteer workers" only whileTo a person hired to do work for or on behalf performing duties related to the conduct ofof any insured or a tenant of any insured.your business, or your "employees", otherc. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies.company) or your managers (if you are a limited liability company), but only for actsd. Workers' Compensation And Similar within the scope of their employment byLawsyou or while performing duties related toTo a person, whether or not an the conduct of your business."employee" of any insured, if benefits for However, none of these "employees" orthe "bodily injury" are payable or must be "volunteer workers" are insureds for:provided under a workers' compensation or disability benefits law or a similar law.(1)"Bodily injury" or "personal and advertising injury":e. Athletics Activities (a)To you, to your partners orTo a person injured while practicing,members (if you are a partnershipinstructing or participating in any physical or joint venture), to your membersexercises or games, sports or athletic (if you are a limited liabilitycontests.company), or to a co-"employee"f. Products-Completed Operations Hazard while in the course of his or herIncluded with the "products-completed employment or performing dutiesoperations hazard".related to the conduct of your business, or to your otherg. Business Liability Exclusions "volunteer workers" whileExcluded under Business Liability Coverage.performing duties related to theC. WHO IS AN INSURED conduct of your business; 1.If you are designated in the Declarations as:(b)To the spouse, child, parent, brother or sister of that co-a.An individual, you and your spouse are "employee" or that "volunteerinsureds, but only with respect to the worker" as a consequence ofconduct of a business of which you are the (1)(a)Paragraph above;sole owner. (c)For which there is any obligationb.A partnership or joint venture, you are an to share damages with or repayinsured. Your members, your partners, and someone else who must paytheir spouses are also insureds, but only with damages because of the injuryrespect to the conduct of your business.(1)(a)described in Paragraphs orc.A limited liability company, you are an (b)above; orinsured. Your members are also insureds,(d)Arising out of his or her providingbut only with respect to the conduct of your or failing to provide professionalbusiness. Your managers are insureds, but health care services.only with respect to their duties as your managers.If you are not in the business of providing professional health cared.An organization other than a partnership,(d)services, Paragraph does not applyjoint venture or limited liability company, you to any nurse, emergency medicalare an insured. Your "executive officers" and technician or paramedic employed bydirectors are insureds, but only with respect you to provide such services.to their duties as your officers or directors. Your stockholders are also insureds, but only (2)"Property damage" to property: with respect to their liability as stockholders.(a)Owned, occupied or used by, Page 10 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (b) b.Rented to, in the care, custody or Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1)"Bodily injury" or "property damage"purpose by you, any of your that occurred; or"employees", "volunteer workers",(2)"Personal and advertising injury"any partner or member (if you are arising out of an offense committeda partnership or joint venture), or before you acquired or formed theany member (if you are a limited organization.liability company). 4. Operator Of Mobile Equipmentb. Real Estate Manager With respect to "mobile equipment" registered inAny person (other than your "employee" or your name under any motor vehicle registration"volunteer worker"), or any organization law, any person is an insured while driving suchwhile acting as your real estate manager. equipment along a public highway with yourc. Temporary Custodians Of Your permission. Any other person or organizationPropertyresponsible for the conduct of such person isAny person or organization having proper also an insured, but only with respect to liabilitytemporary custody of your property if you arising out of the operation of the equipment, anddie, but only:only if no other insurance of any kind is available (1)With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to:(2)Until your legal representative has been appointed.a."Bodily injury" to a co-"employee" of the person driving the equipment; ord. Legal Representative If You Die b."Property damage" to property owned by,Your legal representative if you die, but rented to, in the charge of or occupied byonly with respect to duties as such. That you or the employer of any person who isrepresentative will have all your rights and an insured under this provision.duties under this insurance. 5. Operator of Nonowned Watercrafte. Unnamed Subsidiary With respect to watercraft you do not own thatAny subsidiary and subsidiary thereof, of is less than 51 feet long and is not being usedyours which is a legally incorporated entity to carry persons for a charge, any person is anof which you own a financial interest of insured while operating such watercraft withmore than 50% of the voting stock on the your permission. Any other person oreffective date of this Coverage Part.organization responsible for the conduct ofThe insurance afforded herein for any such person is also an insured, but only withsubsidiary not shown in the Declarations respect to liability arising out of the operationas a named insured does not apply to of the watercraft, and only if no otherinjury or damage with respect to which an insurance of any kind is available to thatinsured under this insurance is also an person or organization for this liability.insured under another policy or would be However, no person or organization is anan insured under such policy but for its insured with respect to:termination or upon the exhaustion of its limits of insurance.a."Bodily injury" to a co-"employee" of the person operating the watercraft; or3. Newly Acquired Or Formed Organization b."Property damage" to property owned by,Any organization you newly acquire or form,rented to, in the charge of or occupied byother than a partnership, joint venture or you or the employer of any person who islimited liability company, and over which you an insured under this provision.maintain financial interest of more than 50% of the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However:Permit a.Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire a. f.Paragraphs through below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and Form SS 00 08 04 05 Page 11 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (e)contract, written agreement or because of a Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products;A person or organization is an additional (f)Demonstration, installation,insured under this provision only for that servicing or repair operations,period of time required by the contract,except such operations performedagreement or permit.at the vendor's premises inHowever, no such person or organization is an connection with the sale of theadditional insured under this provision if such product;person or organization is included as an (g)Products which, after distributionadditional insured by an endorsement issued or sale by you, have been labeledby us and made a part of this Coverage Part,or relabeled or used as aincluding all persons or organizations added container, part or ingredient of anyas additional insureds under the specific other thing or substance by or foradditional insured coverage grants in Section the vendor; orF.– Optional Additional Insured Coverages. (h)"Bodily injury" or "propertya. Vendors damage" arising out of the soleAny person(s) or organization(s) (referred to negligence of the vendor for itsbelow as vendor), but only with respect to own acts or omissions or those of"bodily injury" or "property damage" arising its employees or anyone elseout of "your products" which are distributed acting on its behalf. However, thisor sold in the regular course of the vendor's exclusion does not apply to:business and only if this Coverage Part (i)The exceptions contained inprovides coverage for "bodily injury" or (d) (f)Subparagraphs or ; or"property damage" included within the (ii)"products-completed operations hazard". Such inspections, adjustments, tests or servicing as the vendor(1)The insurance afforded to the vendor has agreed to make or normallyis subject to the following additional undertakes to make in the usualexclusions:course of business, inThis insurance does not apply to:connection with the distribution(a)"Bodily injury" or "property or sale of the products.damage" for which the vendor is (2)This insurance does not apply to anyobligated to pay damages by insured person or organization fromreason of the assumption of whom you have acquired such products,liability in a contract or agreement.or any ingredient, part or container,This exclusion does not apply to entering into, accompanying orliability for damages that the containing such products.vendor would have in the absence b. Lessors Of Equipmentof the contract or agreement; (1)Any person or organization from(b)Any express warranty whom you lease equipment; but onlyunauthorized by you;with respect to their liability for "bodily(c)Any physical or chemical change injury", "property damage" orin the product made intentionally "personal and advertising injury"by the vendor;caused, in whole or in part, by your (d)Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing,person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (2) e. Permits Issued By State Or PoliticalWith respect to the insurance afforded Subdivisionsto these additional insureds, this insurance does not apply to any (1)Any state or political subdivision, but"occurrence" which takes place after only with respect to operationsyou cease to lease that equipment.performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit.(1)Any person or organization from (2)whom you lease land or premises, but With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a)"Bodily injury", "property damage"leased to you.or "personal and advertising (2)With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) (b)Any "occurrence" which takes "Bodily injury" or "property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b)Structural alterations, new (1)Any other person or organization whoconstruction or demolition a.is not an insured under Paragraphsoperations performed by or on ethrough . above, but only withbehalf of such person or respect to liability for "bodily injury",organization."property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or(1)Any architect, engineer, or surveyor, but the acts or omissions of those actingonly with respect to liability for "bodily on your behalf:injury", "property damage" or "personal (a)and advertising injury" caused, in whole In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b)In connection with your premisesyour behalf:owned by or rented to you; or (a)In connection with your premises;(c)In connection with "your work" andorincluded within the "products- (b)In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf.(i)The written contract or written (2)With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and (ii)This insurance does not apply to This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including:(2)With respect to the insurance afforded (a)The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions,"Bodily injury", "property damage" orreports, surveys, field orders,"personal and advertising injury"change orders, designs or arising out of the rendering of, or thedrawings and specifications; or failure to render, any professional (b)Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities. Form SS 00 08 04 05 Page 13 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (a)The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) 3. Each Occurrence LimitSupervisory, inspection, architectural or engineering 2.a. 2.bSubject to or above, whicheveractivities.applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", D.insureds are described in Section – Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown inHow this insurance applies when other the Declarations.insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses E.in Section – Liability And Medical Expenses because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit shown in the Declarations.No person or organization is an insured with 4. Personal And Advertising Injury Limitrespect to the conduct of any current or past partnership, joint venture or limited liability 2.b.Subject to above, the most we will pay forcompany that is not shown as a Named Insured in the sum of all damages because of allthe Declarations."personal and advertising injury" sustained by any one person or organization is the PersonalD. LIABILITY AND MEDICAL EXPENSES and Advertising Injury Limit shown in theLIMITS OF INSURANCE Declarations.1. The Most We Will Pay 5. Damage To Premises Rented To You LimitThe Limits of Insurance shown in the TheDamageToPremisesRentedToYouDeclarations and the rules below fix the most Limit is the most we will pay under Businesswe will pay regardless of the number of:Liability Coverage for damages because ofa.Insureds;"property damage" to any one premises, while b.Claims made or "suits" brought; or rented to you, or in the case of damage by fire, lightning or explosion, while rented to you orc.Persons or organizations making claims or temporarily occupied by you with permission ofbringing "suits".the owner.2. Aggregate Limits In the case of damage by fire, lightning orThe most we will pay for:explosion, the Damage to Premises Rented Toa.Damages because of "bodily injury" and You Limit applies to all damage proximately"property damage" included in the caused by the same event, whether such"products-completed operations hazard" is damage results from fire, lightning or explosionthe Products-Completed Operations or any combination of these.Aggregate Limit shown in the 6. How Limits Apply To Additional InsuredsDeclarations.The most we will pay on behalf of a person orb.Damages because of all other "bodily organization who is an additional insuredinjury", "property damage" or "personal under this Coverage Part is the lesser of:and advertising injury", including medical a.The limits of insurance specified in aexpenses, is the General Aggregate Limit written contract, written agreement orshown in the Declarations.permit issued by a state or politicalThis General Aggregate Limit applies subdivision; orseparately to each of your "locations"b.The Limits of Insurance shown in theowned by or rented to you.Declarations."Location" means premises involving the Such amount shall be a part of and not insame or connecting lots, or premises addition to the Limits of Insurance shown inwhose connection is interrupted only by a the Declarations and described in this Section.street, roadway or right-of-way of a railroad. Page 14 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (1)If more than one limit of insurance under this Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2)Authorize us to obtain records andapplicable to such claim or "suit". However, this other information;paragraph does not apply to the Medical Expenses (3)Cooperatewithusintheinvestigation,3.limit set forth in Paragraph above.settlement of the claim or defenseThe Limits of Insurance of this Coverage Part apply against the "suit"; andseparately to each consecutive annual period and to (4)Assist us, upon our request, in theany remaining period of less than 12 months, starting enforcement of any right against anywith the beginning of the policy period shown in the person or organization that may beDeclarations, unless the policy period is extended liable to the insured because of injuryafter issuance for an additional period of less than 12 or damage to which this insurancemonths. In that case, the additional period will be may also apply.deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Costof determining the Limits of Insurance.No insured will, except at that insured's ownE. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assumeGENERAL CONDITIONS any obligation, or incur any expense, other than for first aid, without our consent.1. Bankruptcy e. Additional Insured's Other InsuranceBankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our If we cover a claim or "suit" under thisobligations under this Coverage Part.Coverage Part that may also be covered by other insurance available to an2. Duties In The Event Of Occurrence, additional insured, such additional insuredOffense, Claim Or Suit must submit such claim or "suit" to thea. Notice Of Occurrence Or Offense other insurer for defense and indemnity.You or any additional insured must see to However, this provision does not apply toit that we are notified as soon as the extent that you have agreed in apracticable of an "occurrence" or an written contract, written agreement oroffensewhichmayresultinaclaim. To permit that this insurance is primary andthe extent possible, notice should include:non-contributory with the additional(1)How, when and where the "occurrence"insured's own insurance.or offense took place;f. Knowledge Of An Occurrence, Offense,(2)The names and addresses of any Claim Or Suitinjured persons and witnesses; and a. b.Paragraphs and apply to you or to(3)The nature and location of any injury any additional insured only when suchor damage arising out of the "occurrence", offense, claim or "suit" is"occurrence" or offense.known to: b. Notice Of Claim (1)You or any additional insured that is an individual;If a claim is made or "suit" is brought against any insured, you or any additional (2)Any partner, if you or an additionalinsured must:insured is a partnership; (1)Immediately record the specifics of the (3)Any manager, if you or an additionalclaim or "suit" and the date received;insured is a limited liability company;and (4)Any "executive officer" or insurance(2)Notify us as soon as practicable.manager, if you or an additional insured is a corporation;You or any additional insured must see to it that we receive a written notice of the (5)Any trustee, if you or an additionalclaim or "suit" as soon as practicable.insured is a trust; or c. Assistance And Cooperation Of The (6)Any elected or appointed official, if youInsuredor an additional insured is a political subdivision or public entity.You and any other involved insured must: Form SS 00 08 04 05 Page 15 of 24 primary Additional Insured's Other Insurance and non-contributory DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 - BUSINESS LIABILITY COVERAGE FORM f. (3)This Paragraph applies separately to We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazardsa.When this policy is certified as proof of financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury"Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insuranceinsurance required by that law.If other valid and collectible insurance isb.With respect to "mobile equipment" to available for a loss we cover under thiswhich this insurance applies, we will Coverage Part, our obligations are limited asprovide any liability, uninsured motorists,follows:underinsured motorists, no-fault or other a. Primary Insurancecoverage required by any motor vehicle b.law. We will provide the required limits for This insurance is primary except when those coverages. below applies. If other insurance is also primary, we will share with all that other4. Legal Action Against Us c.insurance by the method described inNo person or organization has a right under below.this Coverage Form:b. Excess Insurancea.Tojoinusasapartyorotherwisebringus This insurance is excess over any of theinto a "suit" asking for damages from an other insurance, whether primary, excess,insured; or contingent or on any other basis:b.To sue us on this Coverage Form unless (1) Your Workall of its terms have been fully complied with.That is Fire, Extended Coverage, Builder's Risk, Installation Risk orA person or organization may sue us to recover similar coverage for "your work";on an agreed settlement or on a final judgment against an insured; but we will not be liable for (2) Premises Rented To Youdamages that are not payable under the terms of That is fire, lightning or explosionthis insurance or that are in excess of the insurance for premises rented to youapplicable limit of insurance. An agreed or temporarily occupied by you withsettlement means a settlement and release of permission of the owner;liability signed by us, the insured and the (3) Tenant Liabilityclaimant or the claimant's legal representative. That is insurance purchased by you to5. Separation Of Insureds cover your liability as a tenant forExcept with respect to the Limits of Insurance,"property damage" to premises rentedand any rights or duties specifically assigned to you or temporarily occupied by youin this policy to the first Named Insured, this with permission of the owner;insurance applies:(4) Aircraft, Auto Or Watercrafta.As if each Named Insured were the only If the loss arises out of the maintenanceNamed Insured; and or use of aircraft, "autos" or watercraft tob.Separately to each insured against whom g.the extent not subject to Exclusion ofa claim is made or "suit" is brought.A.Section – Coverages.6. Representations (5) Property Damage To Borroweda. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree:Ifthelossarisesoutof"property damage" to borrowed equipment or(1)The statements in the Declarations the use of elevators to the extent notare accurate and complete; k. A.subject to Exclusion of Section –(2)Those statements are based upon Coverages.representations you made to us; and Page 16 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that exceeds the sum of:That is other insurance available to (1)you covering liability for damages The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2)The total of all deductible and self-added as an additional insured by that insured amounts under all that otherinsurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any, withAdditional Insured To This any other insurance that is not described inInsurancethis Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the Declarations of this Coverage Part.However, the following provisions c. Method Of Sharingapply to other insurance available to any person or organization who is an If all the other insurance permitsadditional insured under this Coverage contribution by equal shares, we will followPart:this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains,This insurance is primary if you whichever comes first.have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its c.by the method described in applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all orcontract, written agreement or part of any payment, includingpermit that this insurance is Supplementary Payments, we have madeprimary and non-contributory with under this Coverage Part, those rights arethe additional insured's own transferred to us. The insured must doinsurance, this insurance is nothing after loss to impair them. At ourprimary and we will not seek request, the insured will bring "suit" orcontribution from that other transfer those rights to us and help usinsurance.enforce them. This condition does not (a) (b)Paragraphs and do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiverinsured has been added as an Of Subrogation)additional insured.If the insured has waived any rights ofWhen this insurance is excess, we will recovery against any person orhave no duty under this Coverage Part to organization for all or part of any payment,defend the insured against any "suit" if any including Supplementary Payments, weother insurer has a duty to defend the have made under this Coverage Part, weinsured against that "suit". If no other also waive that right, provided the insuredinsurer defends, we will undertake to do waived their rights of recovery againstso, but we will be entitled to the insured's such person or organization in a contract,rights against all those other insurers.agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM 3. Additional Insured - Grantor Of FranchiseF. OPTIONAL ADDITIONAL INSURED C.WHO IS AN INSURED under Section isCOVERAGES amended to include as an additional insuredIf listed or shown as applicable in the Declarations,the person(s) or organization(s) shown in theone or more of the following Optional Additional Declarations as an Additional Insured -Insured Coverages also apply. When any of these Grantor Of Franchise, but only with respect toOptional Additional Insured Coverages apply,their liability as grantor of franchise to you.6.Paragraph (Additional Insureds When Required 4. Additional Insured - Lessor Of Leasedby Written Contract, Written Agreement or Permit)EquipmentC.of Section , Who Is An Insured, does not apply tothepersonororganizationshowninthe a. C.WHO IS AN INSURED under Section isDeclarations. These coverages are subject to the amended to include as an additionalterms and conditions applicable to Business insured the person(s) or organization(s)Liability Coverage in this policy, except as shown in the Declarations as an Additionalprovided below:Insured – Lessor of Leased Equipment, but only with respect to liability for "bodily1. Additional Insured - Designated Person Or injury", "property damage" or "personalOrganization and advertising injury" caused, in whole orC.WHO IS AN INSURED under Section is in part, by your maintenance, operation oramended to include as an additional insured use of equipment leased to you by suchthe person(s) or organization(s) shown in the person(s) or organization(s).Declarations, but only with respect to liability b.With respect to the insurance afforded tofor "bodily injury", "property damage" or these additional insureds, this insurance"personal and advertising injury" caused, in does not apply to any "occurrence" whichwhole or in part, by your acts or omissions or takes place after you cease to lease thatthe acts or omissions of those acting on your equipment.behalf: 5. Additional Insured - Owners Or Othera.In the performance of your ongoing Interests From Whom Land Has Beenoperations; or Leasedb.In connection with your premises owned a. C.WHO IS AN INSURED under Section isby or rented to you. amended to include as an additional2. Additional Insured - Managers Or Lessors insured the person(s) or organization(s)Of Premises shown in the Declarations as an Additionala. C.WHO IS AN INSURED under Section is Insured – Owners Or Other Interests Fromamended to include as an additional insured Whom Land Has Been Leased, but onlythe person(s) or organization(s) shown in the with respect to liability arising out of theDeclarations as an Additional Insured -ownership, maintenance or use of that partDesignated Person Or Organization; but only of the land leased to you and shown in thewith respect to liability arising out of the Declarations.ownership, maintenance or use of that part of b.With respect to the insurance afforded tothe premises leased to you and shown in the these additional insureds, the followingDeclarations.additional exclusions apply:b.With respect to the insurance afforded to This insurance does not apply to:these additional insureds, the following (1)Any "occurrence" that takes placeadditional exclusions apply: after you cease to lease that land; orThis insurance does not apply to: (2)Structural alterations, new(1)Any "occurrence" which takes place construction or demolition operationsafter you cease to be a tenant in that performed by or on behalf of suchpremises; or person or organization.(2)Structural alterations, new 6. Additional Insured - State Or Politicalconstruction or demolition operations Subdivision – Permitsperformed by or on behalf of such a. C.WHO IS AN INSURED under Section isperson or organization.amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (e)Insured – State Or Political Subdivision - Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of business, in connection with theb.With respect to the insurance afforded to distribution or sale of the products;these additional insureds, the following (f)Demonstration, installation,additional exclusions apply: servicing or repair operations,This insurance does not apply to:except such operations performed(1)"Bodily injury", "property damage" or at the vendor's premises in"personal and advertising injury"connection with the sale of thearising out of operations performed for product;the state or municipality; or (g)Products which, after distribution(2)"Bodily injury" or "property damage"or sale by you, have been labeledincluded in the "product-completed orrelabeledorusedasaoperations" hazard.container, part or ingredient of any 7. Additional Insured – Vendors other thing or substance by or for the vendor; ora. C.WHO IS AN INSURED under Section is amended to include as an additional (h)"Bodily injury" or "property insured the person(s) or organization(s)damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured -own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i)The exceptions contained inbusiness and only if this Coverage Part (d) (f)Subparagraphs or ; orprovides coverage for "bodily injury" or (ii)Such inspections,"property damage" included within the adjustments, tests or servicing"products-completed operations hazard".as the vendor has agreed tob.The insurance afforded to the vendor is make or normally undertakessubject to the following additional exclusions:to make in the usual course of (1)This insurance does not apply to:business, in connection with the distribution or sale of the(a)"Bodily injury" or "property products.damage" for which the vendor is obligated to pay damages by (2)This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement.whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement;products. (b)Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you;C.WHO IS AN INSURED under Section is (c)Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor;Declarations as an Additional Insured – Controlling Interest, but only with respect to(d)Repackaging, unless unpacked their liability arising out of:solely for the purpose of inspection, demonstration, testing, or the a.Their financial control of you; or substitution of parts under b.Premises they own, maintain or controlinstructions from the manufacturer,while you lease or occupy these premises.and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM This insurance does not apply to structural The limits of insurance that apply to additional D.alterations, new construction and demolition insureds are described in Section – Limits Of operations performed by or for that person or Insurance. organization.How this insurance applies when other insurance 9. Additional Insured – Owners, Lessees Or is available to an additional insured is described in Contractors – Scheduled Person Or E.the Other Insurance Condition in Section – Organization Liability And Medical Expenses General Conditions.a. C.WHO IS AN INSURED under Section is amended to include as an additional G. LIABILITY AND MEDICAL EXPENSESinsured the person(s) or organization(s)DEFINITIONSshown in the Declarations as an Additional 1."Advertisement" means the widespread publicInsured – Owner, Lessees Or Contractors,dissemination of information or images thatbut only with respect to liability for "bodily has the purpose of inducing the sale of goods,injury", "property damage" or "personal products or services through:and advertising injury" caused, in whole or in part, by your acts or omissions or the a. (1)Radio; acts or omissions of those acting on your (2)Television;behalf:(3)Billboard;(1)In the performance of your ongoing (4)Magazine;operations for the additional (5)Newspaper;insured(s); or b.The Internet, but only that part of a web(2)In connection with "your work"site that is about goods, products orperformed for that additional insured services for the purposes of inducing theand included within the "products-sale of goods, products or services; orcompleted operations hazard", but c.Any other publication that is givenonly if this Coverage Part provides widespread public distribution.coverage for "bodily injury" or "property damage" included within the However, "advertisement" does not include:"products-completed operations a.The design, printed material, informationhazard".or images contained in, on or upon theb.With respect to the insurance afforded to packaging or labeling of any goods orthese additional insureds, this insurance products; ordoes not apply to "bodily injury", "property b.An interactive conversation between ordamage" or "personal an advertising among persons through a computer network.injury" arising out of the rendering of, or 2."Advertising idea" means any idea for anthe failure to render, any professional "advertisement".architectural, engineering or surveying services, including:3."Asbestos hazard" means an exposure or threat of exposure to the actual or alleged(1)The preparing, approving, or failure to properties of asbestos and includes the mereprepare or approve, maps, shop presence of asbestos in any form.drawings, opinions, reports, surveys, field orders, change orders, designs or 4."Auto" means a land motor vehicle, trailer ordrawings and specifications; or semi-trailer designed for travel on public roads, including any attached machinery or(2)Supervisory, inspection, architectural equipment. But "auto" does not includeor engineering activities. "mobile equipment".10. Additional Insured – Co-Owner Of Insured 5."Bodily injury" means physical:Premises a.Injury;C.WHO IS AN INSURED under Section is amended to include as an additional insured b.Sickness; orthe person(s) or Organization(s) shown in the c.DiseaseDeclarations as an Additional Insured – Co-sustained by a person and, if arising out of theOwner Of Insured Premises, but only with above, mental anguish or death at any time.respect to their liability as co-owner of the premises shown in the Declarations.6."Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM a. b.The United States of America (including its You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada;if such property can be restored to use by: b.International waters or airspace, but only if a.The repair, replacement, adjustment orthe injury or damage occurs in the course removal of "your product" or "your work";of travel or transportation between any ora.places included in above;b.Your fulfilling the terms of the contract orc.All other parts of the world if the injury or agreement.damage arises out of:12."Insured contract" means:(1)Goods or products made or sold by you a. A contract for a lease of premises.a.in the territory described in above;However, that portion of the contract for a(2)The activities of a person whose home lease of premises that indemnifies anyais in the territory described in .person or organization for damage by fire,above, but is away for a short time on lightning or explosion to premises whileyour business; or rented to you or temporarily occupied by (3)"Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section D.communication – Liability and Medical Expenses Limits of Insurance.provided the insured's responsibility to pay b.damages is determined in the United States of A sidetrack agreement; America (including its territories and c.Any easement or license agreement,possessions), Puerto Rico or Canada, in a including an easement or license"suit" on the merits according to the agreement in connection with constructionsubstantive law in such territory, or in a or demolition operations on or within 50settlement we agree to.feet of a railroad; 7."Electronic data" means information, facts or d.Any obligation, as required by ordinance,programs:to indemnify a municipality, except in a.Stored as or on; connection with work for a municipality; b.Createdorusedon;or e.An elevator maintenance agreement; or c.Transmittedtoorfrom f.That part of any other contract or agreement pertaining to your businesscomputer software, including systems and (including an indemnification of aapplications software, hard or floppy disks,municipality in connection with workCD-ROMS, tapes, drives, cells, data performed for a municipality) under whichprocessing devices or any other media which you assume the tort liability of anotherare used with electronically controlled party to pay for "bodily injury" or "propertyequipment.damage" to a third person or organization,8."Employee" includes a "leased worker".provided the "bodily injury" or "property"Employee" does not include a "temporary damage" is caused, in whole or in part, byworker".you or by those acting on your behalf.9."Executive officer" means a person holding Tort liability means a liability that would beany of the officer positions created by your imposed by law in the absence of anycharter, constitution, by-laws or any other contract or agreement.similar governing document.f.Paragraph includes that part of any10."Hostile fire" means one which becomes contract or agreement that indemnifies auncontrollable or breaks out from where it was railroad for "bodily injury" or "propertyintended to be.damage" arising out of construction or demolition operations within 50 feet of any11."Impaired property" means tangible property, railroad property and affecting any railroadother than "your product" or "your work", that bridge or trestle, tracks, road-beds, tunnel,cannot be used or is less useful because: underpass or crossing.a.It incorporates "your product" or "your work" f.However, Paragraph does not includethat is known or thought to be defective, that part of any contract or agreement:deficient, inadequate or dangerous; or Form SS 00 08 04 05 Page 21 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM (1) (1)That indemnifies an architect, Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of:(2)Road construction or resurfacing (a)Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers; drawings, opinions, reports,e. a. b. c. d.Vehicles not described in , , , orsurveys, field orders, change above that are not self-propelled and areorders, designs or drawings and maintained primarily to provide mobility tospecifications; or permanently attached equipment of the (b)Giving directions or instructions, following types: or failing to give them, if that is the (1)Air compressors, pumps andprimary cause of the injury or generators, including spraying,damage; or welding, building cleaning, (2)Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2)Cherry pickers and similar devicesdamage arising out of the insured's used to raise or lower workers;rendering or failure to render f. a. b. c. d.Vehicles not described in , , , orprofessional services, including those above maintained primarily for purposes(1)listed in above and supervisory,other than the transportation of persons orinspection, architectural or cargo.engineering activities. However, self-propelled vehicles with the13."Leased worker" means a person leased to following types of permanently attachedyou by a labor leasing firm under an equipment are not "mobile equipment" butagreement between you and the labor leasing will be considered "autos":firm, to perform duties related to the conduct of (1)Equipment, of at least 1,000 poundsyour business. "Leased worker" does not gross vehicle weight, designedinclude a "temporary worker".primarily for:14."Loading or unloading" means the handling of (a)Snow removal;property: (b)Road maintenance, but nota.After it is moved from the place where it is construction or resurfacing; oraccepted for movement into or onto an aircraft, watercraft or "auto";(c)Street cleaning; b.While it is in or on an aircraft, watercraft or (2)Cherry pickers and similar devices"auto"; or mounted on automobile or truck chassis and used to raise or lowerc.While it is being moved from an aircraft, workers; andwatercraft or "auto" to the place where it is finally delivered;(3)Air compressors, pumps and generators, including spraying,but "loading or unloading" does not include the welding, building cleaning,movement of property by means of a mechanical geophysical exploration, lighting anddevice, other than a hand truck, that is not well servicing equipment.attached to the aircraft, watercraft or "auto". 16."Occurrence" means an accident, including15."Mobile equipment" means any of the following continuous or repeated exposure to substantiallytypes of land vehicles, including any attached the same general harmful conditions.machinery or equipment: 17."Personal and advertising injury" means injury,a.Bulldozers, farm machinery, forklifts and including consequential "bodily injury", arisingother vehicles designed for use principally out of one or more of the following offenses:off public roads; a.False arrest, detention or imprisonment;b.Vehicles maintained for use solely on or next to premises you own or rent;b.Malicious prosecution; c.Vehicles that travel on crawler treads; d.Vehicles, whether self-propelled or not, on which are permanently mounted: Page 22 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM c.The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner,The "bodily injury" or "property damage"landlord or lessor;must occur away from premises you own d.Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. b.Oral, written or electronic publication of Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of: privacy;(1)The transportation of property, unlessf.Copying, in your "advertisement", a the injury or damage arises out of aperson’s or organization’s "advertising condition in or on a vehicle not ownedidea" or style of "advertisement";or operated by you, and that condition was created by the "loading org.Infringement of copyright, slogan, or title of unloading" of that vehicle by anyany literary or artistic work, in your insured; or"advertisement"; or (2)The existence of tools, uninstalledh.Discrimination or humiliation that results in equipment or abandoned or unusedinjury to the feelings or reputation of a materials.natural person. 20."Property damage" means:18."Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke,a.Physical injury to tangible property,vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of thatwaste. Waste includes materials to be recycled,property. All such loss of use shall bereconditioned or reclaimed.deemed to occur at the time of the physical injury that caused it; or19."Products-completed operations hazard"; b.Loss of use of tangible property that is nota.Includes all "bodily injury" and "property physically injured. All such loss of usedamage" occurring away from premises shall be deemed to occur at the time ofyou own or rent and arising out of "your "occurrence" that caused it.product" or "your work" except: As used in this definition, "electronic data" is(1)Products that are still in your physical not tangible property.possession; or 21."Suit" means a civil proceeding in which(2)Work that has not yet been completed damages because of "bodily injury", "propertyor abandoned. However, "your work" damage" or "personal and advertising injury"will be deemed to be completed at the to which this insurance applies are alleged.earliest of the following times: "Suit" includes:(a)When all of the work called for in a.An arbitration proceeding in which suchyour contract has been completed.damages are claimed and to which the(b)When all of the work to be done at insuredmustsubmitordoessubmitwiththe job site has been completed if our consent; oryour contract calls for work at b.Any other alternative dispute resolutionmore than one job site. proceeding in which such damages are(c)When that part of the work done at claimed and to which the insured submitsa job site has been put to its with our consent.intended use by any person or 22."Temporary worker" means a person who isorganization other than another furnished to you to substitute for a permanentcontractor or subcontractor "employee" on leave or to meet seasonal orworking on the same project.short-term workload conditions. 23."Volunteer worker" means a person who: a.Is not your "employee"; Form SS 00 08 04 05 Page 23 of 24 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 BUSINESS LIABILITY COVERAGE FORM b. (2)Donates his or her work; The providing of or failure to provide warnings or instructions.c.Acts at the direction of and within the c.scope of duties determined by you; and Does not include vending machines or d.Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you.25."Yourwork": 24."Your product":a.Means: a.Means:(1)Work or operations performed by you (1)Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled,(2)Materials, parts or equipmentdistributed or disposed of by:furnished in connection with such work (a)You; or operations. (b) b.Others trading under your name; Includes: or (1)Warranties or representations made at (c)A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and (2) (2)Containers (other than vehicles), The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such goods or products. b.Includes: (1)Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and Page 24 of 24 Form SS 00 08 04 05 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 ACORDTM PRODUCER INSURED COVERAGES CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND ORALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURER A: INSURER B: INSURER C: INSURER D: INSURER E: THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD’LLTR INSRD TYPE OF INSURANCE GENERAL LIABILITY POLICY EFFECTIVE POLICY EXPIRATIONPOLICY NUMBER LIMITS EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY $ CLAIMS MADE OCCUR $ $ $ GEN’L AGGREGATE LIMIT APPLIES PER: $ PRO-POLICY LOC AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON-OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ $ $ $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO EA ACC $ AUTO ONLY:AGG $ EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR CLAIMS MADE AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION ANDEMPLOYERS’ LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS . CERTIFICATE HOLDER CANCELLATION OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ACORD 25 (2001/08) © ACORD CORPORATION 1988 DATE (MM/DD/YYYY) DATE (MM/DD/YY) DATE (MM/DD/YY) DAMAGE TO RENTED PREMISES (Ea occurence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG JECT OTHER THAN WC STATU- TORY LIMITS 12/06/2022 waiver of subrogation wording added via Endorsement as well as blanket additional insured wording added on a blanket basis whenrequiredbycontractRetroactivedate:02/13/201860daysnoticeofterminationrequired (10 days for non payment of premium) 20702ACEFireUnderwritersInsuranceCompany City of Carlsbad 1200 Carlsbad Village Drive Carlsbad, CA 92008 02/13/202302/13/2022.EONDCF137723562-005 60 $1,000,000 single loss limit /$2,000,000aggregateMiscellaneousProfessionalLiabilityA . .'' . .. Carpi &Clay Inc.601 New Jersey Avenue NWSuite300Washington,DC 20001 ARC Excess and Surplus, LLC 113 South Service Road P.O. Box 9012 Jericho, New York 11753 DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00 ACORD 25 (2001/08) IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. DocuSign Envelope ID: E064B4A1-51D1-430A-87C0-F7D3F1B81F00